银团贷款业务指引（Syndicated loan business guidelines）

银团贷款业务指引（Syndicated loan business guidelines） 银团贷款业务指引(Syndicated loan business guidelines) Notice of China Banking Regulatory Commission on printing and distributing the guidelines for syndicated loan business (Amendment) CBRC issued [2011] No. 85 All banking regulatory bureaus, policy banks, state-owned commercial banks, joint-stock commercial banks, postal savings banks, trust companies, direct supervision of the CBRC finance companies, financial leasing companies, China banking association: The revised guidelines for syndicated loan business have been examined and approved by the China Banking Regulatory Commission at its 103rd meeting and are hereby printed and issued to you, please comply with them. All the banking regulatory bureaus shall forward this notice to the jurisdiction of the city commercial banks, city credit cooperatives, rural small and medium financial institutions, foreign banks and non bank financial institutions. CBRC August 1st, two Syndicated loan business guidelines Chapter I General Provisions The first is to promote and standardize the syndicated loan business, dispersing credit risk, promoting inter-bank cooperation, according to the "People's Republic of China banking supervision law", "People's Republic of China Commercial Bank Law" and other laws and regulations, formulate the guidelines. Article second these Guidelines shall apply to banking financial institutions (hereinafter referred to as banks) established and operated in accordance with the law within the territory of china. Third a syndicated loan is defined by two or more banks on the same loan conditions, based on the same loan contract, according to the agreed time and proportion to the borrower through the agency of the foreign currency loans or credit business. The fourth banks shall, when opening syndicated loan business, abide by the relevant laws and regulations of the state, comply with the state credit policy, adhere to the principle of equality and mutual benefit, fair consultation, honest performance and risk taking. Fifth banking association is responsible for the maintenance of the syndicated loan market order, to promote the standardization of construction market, and promote the syndicated loan transaction system platform, coordinated syndicated loans and transactions in question, the collection and disclosure of information relating to the syndicated loan, the development of industry industry self-discipline convention. The second chapter is syndicated members The sixth banks participating in syndicated loans are syndicated members. The syndicate members should be in accordance with the principle of "information sharing, independent approval, independent decision-making, risk" independently determine their behavior, and enjoy the corresponding rights under the syndicated loan according to the actual commitment to share, to fulfill its obligations. Seventh in accordance with the division of functions and syndicated loan, syndicate members usually divided to lead the line, the agency and in other roles, but also according to the actual needs and the size of side lead the line, added in the syndicated lead line internal combination, and in accordance with the corresponding duty performance of syndicated loan contracts. The eighth leading group of syndicated loans refers to banks that are responsible for initiating syndicate syndicate and distributing syndicated loan shares through the consent of the borrower. Lead the line to perform the following duties: (a) initiating and organizing syndicated loans, syndicated loan share distribution; (two) conduct pre loan due diligence on borrowers, draw up memorandum of information on syndicated loans and recommend them to potential participants; (three) negotiating syndicated loan conditions on behalf of syndicated banks and borrowers; (four) to employ relevant intermediary agencies on behalf of the syndicate to draw up the legal texts of syndicated loans; (five) organize syndicated members to sign syndicated loan contracts with borrowers; (six) other responsibilities determined by the syndicated loan contract. The ninth single bank as the lead line, it shall not be less than the total amount of syndicated finance its commitment on the principle of 20%; distribution to share other syndicate members on the principle of not less than 50%. In accordance with the responsibility of the leading bank for the final arrangement of the loan, the tenth syndicated syndicated loan can be divided into three types: full underwriting, partial underwriting and best selling. Seventeenth lead line should be in accordance with the relevant requirements of credit due diligence, conduct due diligence before the loan to the borrower or loan project, and on the basis of preliminary negotiations with the borrower, discuss the loan purpose, amount, interest rate, term, guarantee form, drawing conditions, repayment methods and related costs, and the syndicated loan information memo. The eighteenth syndicated loan information memorandum by the lead for distribution to potential participating banks, as potential in line and lending is an important basis for the proposed changes. The syndicated loan information memorandum includes: the syndicated loan basic conditions, the borrower's legal status and situation, the financial condition of the borrower, the general situation of the project and project financial market analysis, cash flow analysis, guarantor and collateral, risk factors and emergency measures, the project examination and approval procedures and qualification issued by the environmental protection agency environment effect of monitoring and evaluation documents etc.. The nineteenth lead bank shall, in the process of preparing the memorandum of information on syndicated loans, truthfully disclose all the true information of the borrowers to the potential participating banks. The lead line in syndicated loans to other banks to send the information memorandum, shall require the borrower to review the syndicated loan information memorandum, and signed by the borrower "of the information memorandum content integrity, responsible for" the statement. If necessary, the lead bank may also require the guarantor to review the memorandum of information on the syndicated loan and sign the above statement. Twentieth in order to improve the syndicated loan information memorandum and the syndicated loan data independence, impartiality and authenticity, the arranger can hire external agencies such as accounting firms, asset appraisal firms, law firms and the relevant technical experts to review and prepare the relevant information and materials and issue opinions. The twenty-first lead bank, after consultation with the borrower, send a syndicated loan invitation letter to the potential participating bank, and attach the loan terms list, information memorandum, confidentiality undertaking letter, loan undertaking letter and other documents. The bank received twenty-second syndicated loan invitation should be in accordance with the principle of "information sharing, independent assessment, decision-making, risk", whether to participate in the syndicated loan decision based on a comprehensive grasp of the relevant information on the borrower. Where the information memorandum of the syndicated loan can not meet the requirements of the examination and approval of the potential participating bank, the potential participating bank may request the lead bank to supplement the relevant information, make suggestions for work, or investigate directly. The twenty-third leading line shall reasonably determine the loan shares of each syndicated member according to the actual feedback from potential participating parties. In the subscription or subscription is insufficient, can lead the line according to the predetermined conditions or after consultation with the borrower to determine the syndicate credit share. Article twenty-fourth during the period of effective appointment of the lead bank, other banks not appointed shall not appoint or carry out financing negotiations with the borrower on the same project. The fourth chapter is syndicated loan contract The twenty-fifth syndicated loan contract is the syndicate members and the borrower and the guarantor in accordance with the relevant laws and regulations, after consultation signed the legal text, the rights and obligations between the main members of the syndicate agreed with the borrower and the guarantor. The syndicated loan contract shall include the following main clauses: (1) the basic situation of the parties concerned; (two) definition and explanation; (three) related to loan agreement, including the loan amount and currency, loan term, loan interest rate, loan purpose, payment, repayment and source of repayment funds, loan guarantees, loan portfolio conditions, early repayment agreement etc.; (four) the amount of the loan and the time allotted for the loan committed by the members of the syndicate; (five) precondition for withdrawal; (six) cost clause; (seven) tax clause; (eight) financial restraint clause; (nine) non financial commitments, including restrictions on the disposal of assets, business changes and disclosure of information; (ten) breach of contract and its handling; (eleven) applicable law; (twelve) other covenants and subsidiary documents. The relationship of rights and obligations between the twenty-sixth syndicate members can be stipulated in the syndicated loan contract, can also be signed "agreement" internal Syndicate (or "banks of a syndicated loan agreement" agreement etc.). The relationship of rights and obligations between the syndicate members include: any member of the internal division of labor rights and obligations, the syndicated loan amount of syndicated loan amount distribution and transfer; the rules of procedure of the syndicate meeting; the syndicate members exit and syndicated dissolution; breach of contract and liability; solve the dispute; the syndicate members agreed to other matters deemed necessary. The twenty-seventh members of the consortium shall, in strict accordance with the stipulations of the syndicated loan contract, pay the loan money in full and in time, and fulfill the duties and obligations stipulated in the contract. The twenty-eighth borrower shall strictly ensure the use of the loan in accordance with the contract of the syndicated loan, and transfer the principal and interest of the loan to the agent bank in time, and provide the relevant information to the members of the consortium as appropriate. Twenty-ninth banks to carry out syndicated loan business, in accordance with the China Association of Banking Association syndicated loan contract model text, the development of syndicated loan contract. The fifth chapter is syndicated loan management The management of the thirtieth syndicated loans is mainly handled by the agent bank. The agent bank shall keep track of the progress of the project within the duration of the syndicated loan, timely discover the problems that may arise in the syndicated loan, and notify the syndicated members as soon as possible in written form. During the duration of the thirty-first syndicated loan, the consortium shall be convened regularly by the agent bank or by a certain percentage of the syndicated members according to the stipulation of the syndicated loan contract. The main function of the consortium meeting is to discuss and discuss major issues in the management of syndicated loans. The thirty-second major issues of a syndicated meeting to negotiate include: Amending the syndicated loan contracts, adjusting the amount of the loan, guarantee, interest rate changes and termination of the syndicated loan, notification of mergers and acquisitions and significant related party transactions, verifying the borrower's default events, loan restructuring and adjustment agent etc.. The thirty-third syndicated loan default risk, the agency should be based on the syndicated loan contract, responsible for the timely call syndicate meetings, and the establishment of the liquidation committee, syndicated debt, preservation, reorganization and disposal of loans. When necessary, it may apply for arbitration or bring a suit in a people's court. During the duration of the thirty-fourth syndicated loan, the members of the syndicate shall not, in principle, provide loans or other credits to the same project to the benefit of the other members of the consortium. Thirty-fifth members of the syndicate in handling the syndicated loan business borrowers found in any of the following acts, the correction does not change, the agent should be based on the syndicated loan contract, be responsible for convening the syndicate meeting, to pursue its responsibility, and by written notice to the borrower and the guarantor: (a) the relevant documents provided have been proved invalid; (two) failure to perform and comply with the obligations stipulated in the loan contract; (three) failure to pay interest and principal in accordance with the loan contract; (four) by means of fake bankruptcy, evasion of bank debt; (five) other breach of contract stipulated in the loan contract. The thirty-sixth syndicated members may undertake the breach of contract in the course of conducting syndicated loan business, and they may be held liable for breach of contract after the examination and verification by the consortium meeting: (a) when a member of the consortium receives the notice issued by the agent bank in accordance with the time stipulated in the contract, he fails to pay the sum in full within the time limit stipulated in the contract; (two) the member of the consortium withdraws the loan or defaults in advance to withdraw from the consortium; (three) not implementing the resolution of the consortium meeting; (four) the borrower shall repay the principal and interest of the syndicated loan, while the agent bank will pay the syndicated member in time; (five) other acts in violation of syndicated loan contracts, business instructions and laws and regulations. The disputes between the members of the consortium shall not affect the execution of the loan contract between the syndicate and the borrower. Article thirty-seventh banks that establish syndicated loan business shall regularly submit relevant information on syndicated loans to the local banking association. The contents include: the sales volume and holding amount of syndicated loan, primary market, the transfer amount of the two market, the interest rate level of the syndicated loan, the level of the premium, the term of the loan, the guarantee condition and the credit rating of the borrower. The bank opened thirty-eighth syndicated loan business shall be based on the guidelines, combined with their own management level for the syndicated loan business management, establish the management mechanism in accordance with the syndicated loan business risk, and specify the relevant departments and personnel responsible for the daily management of the syndicated loan. Thirty-ninth banks to syndicated loans to large group customers, should pay attention to group customers to prevent inter related transactions and the risk of mutual guarantee between related parties. If the related transactions within the group clients are frequent and mutually guaranteed, it should strengthen the examination and verification of the credit and strictly control the issuance of loans. The sixth chapter is syndicated loan charges Fortieth fees for the syndicated loan refers to the borrower commissioned by the syndicate members, organizing, underwriting arrangements, syndicated loan commitments, syndicated transaction management services and the relevant intermediary fees charged to the borrower, in the intermediary business of commercial bank management fees. The collection fees for syndicated loans shall be determined in consultation with the members of the consortium and the borrowers in accordance with the principles of "voluntary consultation, fair and reasonable, and quality and price", and shall be stated in the syndicated loan contract or the cost letter. The specific items of the forty-first syndicated loan fees may include arrangement fees, commitment fees, agency fees, etc.. Syndication fees are limited to syndicated members who provide appropriate services to borrowers. The general arrangement fee according to a certain proportion of the total amount of a syndicated loan commitment fee is generally a one-time payment; according to a certain proportion of the unused balance per year for the syndicated loan contract according to the agency fee according to the agency; the workload of annual payments. The collection fees of the forty-second syndicated loans shall be in accordance with the principle of "who borrows and who pays", and the borrower pays the loan. Forty-third the arranger shall not make any unreasonable conditions to syndicate members, not by means of free of charge, to carry out the syndicated loan business competition, not by the formation of syndicated loans to borrowers and syndicate tying other financial products or other charges. The seventh chapter deals with the transfer of syndicated loans The forty-fourth syndicated loan transfer transaction refers to the syndicated loan under the lender as the seller, will hold its share of the syndicated loan transfer to other lenders or the third party as the transferee, the transferor and the transferee pay the transfer price of the transaction. A syndicated loan transfer transaction may not violate the relevant regulations on the transfer of loans. The pricing of the forty-fifth transfer transaction shall be negotiated and priced independently by the two parties according to the subject of the transfer, the market and so on. Forty-sixth Licensor shall ensure the transfer transaction and transfer target loan contract and other related documents have been signed by the parties to the transfer of effective, its share has the legitimate right of disposition, and the transfer target does not exist on any other rights may make the value of transferred offset right, including the debtor impairment. The transferor shall make full disclosure of the information to the transferee for the purpose of the transfer of the transaction, and shall not provide any information that is knowingly false or misleading and shall not conceal the relevant negative information of the subject of the transfer. The transferee forty-seventh transfer transaction shall be in accordance with the transfer of the contract, the transfer target and pay the transfer price, shall not transfer the relevant information provided for any illegal purpose, or use the information for breach of confidentiality obligations. Forty-eighth agents should be in accordance with the contract to fulfill the syndicated loan transfer transaction related obligations; other syndicate members, sponsors and other relevant parties should be in accordance with the syndicated loan contract to fulfill its obligations, assist the transfer transaction smoothly. The eighth chapter is the supplementary provisions These forty-ninth Guidelines shall apply to the establishment of syndicated loan business by non bank financial institutions established according to law. Article fiftieth the CBRC shall be responsible for the interpretation of these guidelines. These fifty-first Guidelines shall be effective as of the date of promulgation. The guidelines for syndicated loan business issued in August 11, 2007 (CBRC [2007] No. 68) were abolished at the same time.