(the hair (2007) No. 68) all banking regulatory bureaus, policy banks, state-owned commercial banks, joint-stock commercial banks, postal savings banks, direct supervision of the CBRC trust companies, finance companies, Finance Leasing Company:

The "guide" of syndicated loans issued to you, please follow.

All banking regulatory bureaus shall forward this notice within the jurisdiction of the city commercial banks, rural commercial banks, rural cooperative banks, rural credit cooperatives, city credit cooperatives, wholly foreign-funded banks, Sino foreign joint venture banks and branches of foreign banks the main report bank.

Two hundred seven years in August 11th

Guidelines for syndicated loan business

Chapter I General Provisions

Article 1To promote and regulate the syndicated loan business, dispersing credit risk, promoting inter-bank cooperation, provide better financial services for key enterprises and projects, according to "the people's Republic of China, the banking supervision law of the people's Republic of China", "commercial bank law", "contract law of the people's Republic of China", "Chinese People Republic of China Security Law" and other laws and regulations, these guidelines are formulated.

Article secondThese Guidelines shall apply to the territory of China upon the approval of the CBRC and the establishment of loans to banks and non bank financial institutions (hereinafter referred to as the bank).

Article thirdThe syndicated loan is defined by two or more banks on the same loan conditions, pursuant to the same loan agreement, according to the agreed time and proportion, to the borrower through an agent of the foreign currency loans or credit business.

Article fourthBank for the syndicated loan business, shall abide by the relevant laws and regulations of the state, in accordance with national credit policy, adhere to equality and mutual benefit, fair consultation, honesty, the principle of risk.

Article fifthBanking Association as the industry self-discipline organization, responsible for the order in the syndicated loan market self-discipline, occurrence of syndicated loan and transaction in question, the collection and disclosure of information relating to the syndicated loan, formulate the relevant conventions of the industry.

Members of the second chapter of the syndicated loan

Article SixthParticipating in a syndicated loan banks are members of the syndicated loan. The members of the syndicated loan shall be in accordance with the principle of "information sharing, independence, self decision for approval, at your own risk" independently determine their behavior, and according to the actual commitment of share rights, the corresponding obligations of syndicated loan.

Article seventhIn accordance with the syndicated loan in functions and the division of labor, the members of the syndicated loan is usually divided into the lead arranger, agents and roles in line, can also according to the actual size and need additional pair of lead in internal syndicate, and in accordance with the syndicated loan agreement to perform their respective duties.

Article eighthArranger of a syndicated loan refers to the borrower agrees, organized syndicate, responsible for distributing the shares of the loan bank, is the organizer and the arrangement of syndicated loans.

Article ninthThe main duties of lead is:

(a) initiating and organizing a syndicated loan, and distribution of the shares of the loan;

(two) were due diligence before the loan to the borrower, draft memorandum syndicated loan information, and to recommend potential;

(three) on behalf of the syndicate syndicated loan and borrower negotiations to determine conditions;

(four) on behalf of the syndicate hired agencies to draft text syndicated loan law;

(five) the organization members of the syndicated loan and the borrower signed written syndicated loan agreement;

(six) assist the agent bank syndicated loan management;

(seven) other duties as determined in the syndicate agreement.

Article tenthA single bank as the lead line, the corresponding share of not less than 20% of the total amount of syndicated financing; distribution to share other members of a syndicated loan on the principle of not less than 50%.

Article eleventhAccording to the lead for the final arrangements amount of responsibility on loan, syndicate syndicated loan arranger distribution can be divided into full underwriting, underwriting part and do our utmost to sell three types.

Article twelfthThe agent bank refers to the syndicated loan agreement, the amount and schedule accumulation of funds determined according to the relevant terms of the loan and provide the loan to the borrower, and accept the Commission in accordance with the provisions of the syndicate syndicated loan agreement duty management bank syndicated capital.

The agent can be served by the lead arranger, can also be determined in consultation by members of a syndicated loan.

Article thirteenthThe main duties of agency:

(a) review, urge the borrower loan conditions, and provide a loan or other credit;

(two) for the syndicated loan guarantee mortgage procedures, and is responsible for the arrival (quality) and the daily management work;

(three) to make an account management plan, open a special account to manage the syndicated loan funds, to make registration changes account for funds;

(four) according to the payment date or the agreed payment for, in accordance with the agreement of the syndicated loan agreement, share, notifying the members of the syndicated loan money to a designated account;

(five) the syndicated loan principal and interest and draw the related costs, and timely transferred to the members of the syndicated loan agreement specified account according to the proportion, and the syndicated loan agreement;

(six) for the syndicated loan and loan management to use the supervision and inspection, and regularly report to the members of the syndicated loan;

(seven) pay close attention to the borrower's financial status, especially major matters occurs during the loan period of mergers and acquisitions, equity dividends, foreign investment, transfer of assets, such as debt restructuring affect the repayment ability of borrowers, the agency should be notified by the borrower within three trading days in the syndicated loan agreement to notify all the members of the syndicated loan a special report form;

(eight) the borrower default events, the agency bank shall timely organize the members of a syndicated loan is to collect, preserve, recourse loan default or other disposition;

(nine) organized syndicate meetings, coordinate the relationship between the members of the syndicated loan;

(ten) to accept advice and check all the members of the syndicated loan is not regular, handling other matters entrusted by the syndicate meeting.

Article fourteenthAgent shall diligently, because the agent is not as a result of the negligence or interests, the syndicate meeting has the right to the syndicated loan agreement to replace the agent according to the requirements, and the agent to make corresponding compensation for the losses. The specific stipulations may be indicated in the syndicated loan agreement.

Article fifteenthParticipant bank refers to the arranger invitation, to participate in syndicated and share underwritten by the banks to provide loans to borrowers.

The main duties of the participating banks in the syndicate meeting, in accordance with the agreement in a timely manner to transfer funds to the account designated by the agency bank; loan renewal period should learn about changes in borrower's daily operations and credit status, the abnormal situation should be promptly informed of that line.

Article sixteenthGuarantee agency refers to the guarantee structure more complex syndicated loan, various guarantees for the syndicated loan and credit (matter) and property transfer, management of the bank.

The third chapter syndicated loan origination and formation

Article seventeenthLarge loan in any of the following circumstances, encourage a syndicated loans:

(a) large customer group and large project financing and the financing of various large liquidity;

(two) the total amount of financing a single enterprise or project more than loan capital balance of 10%;

(three) a single group customer credit amounted to more than 15% of the capital balance of loans;

(four) the borrower to competitive negotiation choose banking financial institutions in project financing.

The local banking associations according to the above principles, combined with the actual situation in the region, the lower limit of syndicated loans to jointly determine organize their member banks.

Article eighteenthSyndicated loans initiated by the borrower or the bank. The lead bank borrower agrees or selected initial conditions, syndicated loan through negotiations with the borrower, and issued by the state of these conditions of the syndicated loan agreement.

Article nineteenthThe arranger shall be in accordance with the "commercial bank credit working fulfill guidelines" requirements, for due diligence before the loan of the borrower or loan projects, and on this basis and the borrower pre negotiation, negotiating loan applications, amount, interest rate, term, guarantee form, drawing conditions, repayment methods and related costs, and the the syndicated loan information memorandum.

Article twentiethThe syndicated loan information memorandum is the lead bank on the basis of pre loan investigation to assist borrowers compilation, and led by the line distributed to potential participating banks, as banks and the potential for one of the important basis for the proposed changes.

The syndicated loan information memorandum content mainly includes: the syndicated loan, the borrower basic conditions and the legal status of the situation, the financial condition of the borrower, the general situation of the project and market analysis, project financial cash flow analysis, the guarantor / collateral, collateral property, the risk factors and risk, project approval procedures and have the right to the environmental protection agency issued the environmental impact monitoring and evaluation documents etc..

Article twenty-firstTake the lead in the preparation of the memorandum, shall faithfully provide the potential to all true information about the borrower, and to ensure that the information contained in the memorandum is true, complete and correct in essence.

Article twenty-secondLead arranger to other banks before sending the information memorandum, information memorandum shall be approved by the borrower and guarantor to review, and signed the "of the information memorandum content authenticity, integrity, responsible for" the statement.

Article twenty-thirdIn order to improve the information memorandum and other syndicated data independence, impartiality and authenticity, the arranger may employ intermediaries such as accounting firms, assets appraisal firms, law firms and related technical experts to review and prepare the relevant information and data, issue opinions.

Article twenty-fourthLead arranger after negotiating with the borrower, to potential participant banks issued a syndicated loan invitation, and attach the list of loan terms, the information memorandum, confidential letter of commitment, commitment letter and other documents.

Syndicated loan invitation is lead to potential participant banks issued an invitation to offer, is the leading bank on behalf of the borrower, in accordance with the loan terms, the effective legal document invited to participate in the syndicated loan.

Article twenty-fifthReceive loans invitation banks should be in accordance with the principle of "information sharing, independent audit, independent decision-making, risk", according to the memorandum, the contents of the syndicated loan information, whether to participate in syndicated loan decisions based on a comprehensive grasp of the relevant information. When the information is not sufficient to meet the requirements for approval memo to potential participant bank to complete the requirements, can lead to provide some more information, puts forward the related suggestions or even directly related investigations.

Article twenty-sixthThe arranger shall be invited for practice according to the feedback of the situation, reasonably determine the share of each syndicate member. The over subscription or purchase under the condition of insufficient, the lead bank according to the conditions agreed upon in advance or negotiate with the borrower to determine the members of the syndicate loans share.

The fourth chapter the syndicated loan agreement

Article twenty-seventhThe syndicated loan agreement with the borrower, are members of the syndicated loan guarantor in accordance with the relevant laws, regulations, after consultations signed, legal text between the main members of syndicated loan agreement and the borrower, guarantor's rights and obligations. Syndicated loan agreement shall include the following items:

(a) basic information of the parties concerned;

(two) the definition and interpretation;

(three) and the loan agreement, including the loan amount and currency, loan term, loan interest rates, loan repayment, repayment, and sources of capital loans portfolio, loan conditions, early repayment agreement etc.;

(four) loans and loan commitments members syndicated transfer time;

(five) drawing prerequisite;

(six) charges clause;

(seven) the tax clause;

(eight) financial restraint clause;

(nine) non financial commitments, including the disposal of assets, business change and information disclosure and other provisions;

(ten) an event of default and treatment;

(eleven) the applicable law;

(twelve) other documents.

Article twenty-eighthThe relationship of rights and obligations between the members of the syndicated loan can be stipulated in the syndicated loan agreement, also can be separately signed the "internal syndicate agreement" (or "syndicated loans between banks agreement" etc.). The relationship of rights and obligations between the members of a syndicated loan mainly includes: internal division of the members of the syndicated loan, the rights and obligations of the syndicated loan amount, distribution, transfer of syndicated loan amount; the rules of procedure of the syndicate meeting; members of a syndicated loan exit and dissolution of the syndicate; breach of contract and liability; settlement of disputes; legal regulations require that members of a syndicated loan it is necessary to have agreed to other matters.

Article twenty-ninthThe members of the syndicated loan shall be strictly in accordance with the loan agreement, timely pay loan funds, the performance of duties and obligations in accordance with the loan contract.

Article thirtiethThe borrower shall, in strict accordance with the syndicated loan agreement, guarantee the use of the loans, the loan principal and interest in a timely manner to the transfer agent, truthfully provide the relevant information to the members of the syndicated loan.

The fifth chapter syndicated loan management

Article thirty-firstThe syndicated loan is mainly responsible for the daily management work by the agent bank. Lead arranger to help agents to track the progress of the project within the duration of a loan, discover the syndicated loan problems that may occur, and in writing as soon as possible. The members of the syndicated loan.

Article thirty-secondDuring the syndicated loan duration, usually by the lead bank or agency responsible for regularly convene syndicate meetings, but also by more than 1/3 of the members of a syndicated loan jointly convened. The main functions of the syndicate meeting is to discuss the major issues, syndicated loan in management consultation.

Article thirty-thirdMajor matters of the syndicate meeting discussed include: Amending the syndicated loan agreement, adjusting the amount of the loan, guarantee, interest rates change, termination of the syndicated loan, informing merger and significant related party transactions, verifying the borrower's default events, loan restructuring and adjustment agent etc..

Article thirty-fourthAfter the expiration of the loan, the borrower should deliver on schedule to repay the loan principal and interest. Early repayment of the borrower, should be at least 60 business at the next scheduled repayment date notified by the agent, and with the consent of the members of the syndicated loan agreement, due order according to the syndicated loan agreement are listed in the related loans, according to the principle of due to repay the loans.

On the early repayment of the borrower, the syndicate members according to time and the amount of early repayment charge a penalty for breach of contract. The specific charge rates may be stipulated in the syndicated loan agreement.

Article thirty-fifthSyndicated loan risk, agency shall be responsible for the timely convening of the syndicate meeting, the establishment of bank creditor's Rights Committee, to collect, preserve, restructure and dispose of the loan. If necessary, may apply for arbitration or bring a lawsuit to the people's court.

Article thirty-sixthDuring the duration of the syndicated loan, the members of the syndicated loan shall not provide syndicated loans damage the interests of other members in the same program in syndicated or other credit.

Article thirty-seventhBanks in handling the syndicated loan business borrowers have found following Breach of contract, and by the. Do not change, the agent bank shall convene syndicate conference, held the responsibility of breach of contract, and a written notice to the borrower and guarantor:

(a) the relevant documents are confirmed to be invalid;

(two) the borrower fails to fulfill the obligations stipulated in the loan agreement;

(three) failed to pay the principal and interest according to the loan agreement;

(four) by the false bankruptcy, evasion of bank debts;

(five) the other according to the loan agreement contract matters.

Article thirty-eighthThe syndicate members such as the following acts in the course of syndicated loans, syndicated loans meeting to review by default, can make compensation for breach of contract on the members of a syndicated loan default. If the circumstances are serious, shall bear legal responsibility. The dispute between the syndicate members, does not affect the syndicated loan agreement with the borrower's execution.

(a) the members of the syndicated loan received notification from the agency by agreement, time of issue, not according to the agreed time and transfer the money;

(two) the members of the syndicated loan to recover the loan ahead of schedule or default exit syndicated;

(three) the implementation of the resolution is not the syndicate meeting;

(four) the borrower to return the syndicated loan principal and interest agent than about timely pay the members of the syndicated loan;

(five) and other violations of the syndicated loan agreement, these guidelines and other laws and regulations, rules and regulations of the act.

Article thirty-ninthThe members of the syndicated loan based on the syndicated loan agreement to transfer the loan, should advance notice to the borrower and the agency bank. If the syndicated loan agreement must be approved by the lender approval, shall be subject to the borrower agrees.

Article fortiethThe members of the syndicated loan shall be regularly to the local banking association shall submit the relevant information about the syndicated loan. Contents include: transfer quantity package sales and holdings, the primary market syndicated loan market of the two, the syndicated loan interest rates, fees, loan period, guarantee conditions, the borrower's credit rating.

Article forty-firstBanks operating syndicated loan business shall in accordance with these 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.

Article forty-secondBank loans syndicated loan to large customers, should pay attention to the risks of mutual guarantee among affiliated transactions within the group client and the prevention of related parties. The affiliated transactions within the group client frequently, mutual security seriously, we should strengthen the credit approval, and strictly control loans.

The sixth chapter syndicated loan fees

Article forty-thirdSyndicated loan pricing refers to the borrower by the syndicate members delegate, to provide the borrower financial consultant, fund raising, credit guarantee, legal advice and other financing services for the relevant intermediary business cost, into the management of intermediate business of commercial banks.

Syndicated loan fees shall be in accordance with the "voluntary negotiation, fair and reasonable, consistent quality price" principle shall be determined by the syndicate members and the borrower, which shall be stated in the syndicated loan agreement or cost function.

Article forty-fourthThe specific project syndicated charges may include arrangement fees, commitment fees, agent fees. Syndication fees only for the borrower to provide the corresponding service members of the syndicated loan enjoy.

General arrangement fee according to a certain percentage of syndicated loans to pay a one-time charge annual general; commitment fee according to a certain proportion of the unused balance in the syndicated loan agreement; agency fees according to the agency's workload annual payments.

Article forty-fifthFees for the syndicated loan shall follow the principle of "who borrow, who pays" principle, by the borrower to pay. The type and amount of borrowing cost is determined by both parties, shall be determined on the basis of interest rate.

Article forty-sixthLead arranger to members of a syndicated loan shall not impose any unreasonable conditions, shall be carried out by means of free of charge, the syndicated loan business competition, not by organizing a syndicated loan to the members of the syndicated loan and borrower or other financial products or other charges and fees.

The seventh chapter supplementary provisions

Article forty-seventhThese Guidelines shall be interpreted by the China Banking Regulatory commission. Where the previous provision on syndicated loan business and the guidelines are not the same, according to the guidelines.

Article forty-eighthThis means from the date of promulgation.