I. Implementation of Tiered Management

Requirements on registration

Overseas enterprises and intermediary institutions shall organize their work on applications for registration of new debt financing instruments issuance programs in accordance with the Detailed Rules. An overseas enterprise shall determine its own category based on the relevant provisions on tiered management in the Detailed Rules and in light of its actual conditions, and indicate its category in the registration report. An enterprise applying for registration as an overseas seasoned enterprise shall include in its registration report an explanation on such categorization based on the relevant criteria set forth in the Detailed Rules.

Where an overseas enterprise has submitted an application for registration of a program prior to the promulgation of this Notice and the registration has not been effected, such overseas enterprise may revise the relevant registration documents and apply for registration of the program in accordance with the Detailed Rules.

Where an overseas enterprise makes a filing with NAFMII during the validity period of registration, it shall submit the filing documents pursuant to the requirements under the Form.

Requirements on issuances

An overseas seasoned enterprise having registered multiple types of debt financing instruments in a DFI registration program may issue debt financing instruments through private placement. If the overseas seasoned enterprise determines to issue debt financing instruments through private placement, it may choose to disclose information in accordance with either the form requirements for private placements or the Form.

Overseas enterprises and intermediary institutions shall conduct the offering in accordance with the Detailed Rules. Where an overseas seasoned enterprise issues merger and acquisition notes, green notes (GN), debt financing instruments specifically for entrepreneurship and innovation, asset-backed notes (ABN) or poverty alleviation notes (PAN) under a DFI registration program, the relevant requirements of NAFMII for domestic seasoned enterprises shall apply, mutatis mutandis, to such issuance.

An overseas seasoned enterprise having obtained DFI registration for the first time shall, prior to each offering of the first three series of debt financing instruments, report to NAFMII on the offering terms and use of proceeds of each series of debt financing instruments and complete the modification procedures.

An overseas enterprise having obtained a Notice of Registration Acceptance prior to the promulgation of this Notice shall issue such type(s) of debt financing instruments in such aggregate principal amount as specified in the Notice of Registration Acceptance.

Overseas enterprises shall complete pre-issuance check and reporting on material events in accordance with the relevant requirements set forth in the Form. Overseas enterprises and principal underwriters shall retain proper records on the entire process of such pre-issuance check for future inspection.

Requirements on underwriting

Principal underwriters underwriting debt financing instruments registered and issued by overseas enterprises (except for debt financing instruments issued through private placement) shall comply with Articles 7, 8 and 9 of the Detailed Rules.

For registration and issuance of each series of debt financing instruments, at least one principal underwriter shall have a subsidiary or branch in the country or region where the enterprise is incorporated or the principal place of its business is located, or make other necessary arrangements, to ensure that such principal underwriter have the capability to perform its duties including conducting due diligence.

II. Implementation of the Form

Effective date of the Form

The Form shall come into effect as of November 1, 2020. Information disclosure under new registration programs for which the applications are submitted by overseas enterprises on or after November 1, 2020 shall be in compliance with the relevant requirements under the Form. Prior to November 1, 2020, overseas enterprises are encouraged to disclose information in accordance with the relevant requirements under the Form.

Basic requirements on information disclosure under tiered management.

Overseas seasoned enterprises shall complete their registration reports, submit the required documents and disclose relevant information in accordance with the requirements under the Form. To keep the consistency in the information disclosed to the market, effective November 1, 2020, overseas seasoned enterprises that have revised the form and contents of their disclosure documents pursuant to the requirements under the Form are encouraged to align their disclosure documents for various offerings under different Notices of Registration Acceptance.

For overseas seasoned enterprises and listed companies disclosing quarterly financial statements on the overseas markets, such quarterly financial statements shall be disclosed on the National Interbank Bond Market. Nevertheless, it is not a mandatory requirement to provide a first or third quarter financial update in the offering circular.

An overseas seasoned enterprise is not required to disclose the use of proceeds and offering terms at the time of registration, while overseas unseasoned enterprises shall disclose offering terms at the time of registration and may provide ballpark estimates on the use of proceeds by major category. At the time of each issuance, all overseas enterprises shall disclose the offering terms for the relevant series of debt financing instruments and the use of proceeds pursuant to the applicable requirements under the Form. The requirements under the Form Requirements for Registration Documents of Debt Financing Instruments by Non-Financial Enterprises for Public Offerings (2020) (《非金融企业债务融资工具公开发行注册文件表格体系（2020版）》) and the Form Requirements for Registration Documents of Debt Financing Instruments by Non-Financial Enterprises for Private Placements (2020) (《非金融企业债务融资工具定向发行注册文件表格体系（2020版）》) shall apply, mutatis mutandis, to overseas enterprises issuing any specified type of debt financing instruments or operating in any of the specified industries.

Overseas seasoned enterprises are not required to submit a trustee agreement at the time of registration, while overseas unseasoned enterprise shall submit a trustee agreement for the first series of debt financing instruments under the issuance program being registered at the time of registration. For subsequent issuances, both overseas seasoned enterprises and overseas unseasoned enterprises shall appoint a trustee for each series of debt financing instruments under the market-oriented and rule of law principles, and disclose the contents of the trustee agreement in accordance with the relevant self-regulatory rules of NAFMII and the relevant form requirements.

III. Miscellaneous

Post-issuance management of debt financing instruments of overseas non-financial enterprises shall be conducted in accordance with applicable rules and regulations. Overseas enterprises, principal underwriters, trustees and other relevant intermediary institutions shall conduct post-issuance management for debt financing instruments of overseas non-financial enterprises during the life of such instruments in compliance with, mutatis mutandis, the relevant self-regulatory rules of NAFMII. Where specific arrangements for post-issuance management are set forth in the registration and issuance documents, such arrangements shall be strictly implemented.

The requirements for the registration and issuances of debt financing instruments through private placement shall be aligned. Overseas enterprises registering and issuing debt financing instruments through private placement shall comply with, mutatis mutandis, the relevant requirements of NAFMII for private placements of debt financing instruments.

The relevant processes with respect to debt financing instruments programs of overseas enterprises, including the filing of the Issuance Plan, the addition or change of any principal underwriter(s) and modifications of any offering terms, shall be in compliance with, mutatis mutandis, the relevant requirements of NAFMII.

Matters not expressly provided for under this Notice shall be handled in accordance with, mutatis mutandis, the relevant requirements under, among others, the Notice on the Promulgation and Implementation of the Rules and Procedures for Registration of Debt Financing Instruments by Non-Financial Enterprises for Public Offerings (2020) and the Form Requirements for Registration Documents of Debt Financing Instruments by Non-Financial Enterprises for Public Offerings (2020) and Relevant Matters (《关于公布实施<非金融企业债务融资工具公开发行注册工作规程（2020版）>、<非金融企业债务融资工具公开发行注册文件表格体系（2020版）>等有关事项的通知》), the Notice on the Promulgation of the Form Requirements for Registration Documents of Debt Financing Instruments by Non-Financial Enterprises for Private Placements (2020) and Relevant Matters(《关于发布<非金融企业债务融资工具定向发行注册文件表格体系（2020 版）>等有关事项的通知》)and the Notice on the Promulgation of the Rules and Procedures for Registration of Debt Financing Instruments by Non-Financial Enterprises for Private Placements (2020) and Relevant Matters(《关于发布实施<非金融企业债务融资工具定向发行注册工作规程（2020 版）>有关事项的通知》).

This Notice is hereby issued.