银团贷款暂行办法 Peoples Bank of China, Syndicated Loans Tentative Procedures

银发[1997]415号
(Promulgated by the People's Bank of China on, and became effective as of, 7 October 1997.)
颁布日期：19971007 　实施日期：19971007 　颁布单位：中国人民银行

　　PART ONE　GENERAL PRINCIPLES

　　Article 1　These Procedures have been formulated in accordance with the provisions of Article 56 of the Lending General Provisions in order to standardize syndicated loans business, to make full use of the overall function of finance, better to serve enterprises, especially large and medium-sized State-owned enterprises and key projects, to promote the expansion and normal economic development of enterprise groups, and to diversify and guard against loan risk.

　　Article 2　Syndicated loans are loans to provide capitals by several banks or non-banking financial institutions, which are authorized to conduct loan business, under a single loan agreement for an agreed term and on agreed conditions to a single borrower.

　　Those taking part in syndicated loans within China shall be Chinese banks and non-banking financial institutions within China.

　　Article 3　The issue of syndicated loans must be in accord with the relevant national financial laws and regulations and with national policy on industry and on credit. When syndicated loans involve transregional, transindustry or investment plans, etc., the relevant parties should give active support and resolve the issues involved.

　　Article 4　Syndicated loans shall be used for short, medium or long-term loans, Renminbi loans or foreign currency loans which are in accord with the conditions placed on loans and of relatively large amount.

　　Article 5　The lenders and borrowers of syndicated loans must place importance on the contract and keep their word. The financial institutions taking part in syndicated loans should abide by the principle of voluntary consultation and mutual benefit, and enjoy rights and underwrite risk in accordance with the proportion of capital they contribute or with the stipulations of the agreement.

　　Article 6　Syndicated loans must be put on file with the local People's Bank. The People's Bank must actively create conditions favourable to planning and organizing syndicated loans .

　　PART TWO　PLANNING AND ORGANIZATION OF SYNDICATED LOANS

　　Article 7　The principal targets of syndicated loans are large and medium-sized State-owned enterprises, enterprise groups and key construction projects within the national plan.

　　Article 8　The borrowers and lenders of syndicated loans must fit all the basic conditions and requirements regarding borrowers and lenders in the Lending General Provisions.

　　Article 9　The plan for syndicated loans shall be proposed by the borrower or the relevant financial institution. Once it has been negotiated and agreed between the two sides the borrower shall submit a formal letter of appointment to the financial institution concerned. The financial institution shall on the basis of the letter of appointment issue an inter-industry invitation to join the group.

　　Article 10　The organizer or arranger of the syndicated loan shall be called the lead bank. The lead bank shall in principle be the borrower's main lending bank or basic account-holding bank. In general the lead bank shall supply the largest part of the syndicated loan.

　　Article 11　The agent bank shall be the administrator of the loan once the loan agreement is signed. The agent bank shall in general be the lead bank, and can also be designated through joint discussion by the syndicated member banks.

　　Article 12　The financial institutions taking part in the syndicated loan shall be the syndicated loan member banks. The lead bank, agent bank and member banks in syndicated loans shall be subject equally to civil rights and obligations.

　　Article 13　Syndicated loan projects shall be examined and appraised by the lead bank, and each member bank can also carry

out its own examination and appraisal. The method of examination and appraisal adopted shall be set through discussion by the syndicated member banks. When examining and appraising the loan project, the member banks shall have the right to ask the borrower to provide the information necessary to assess and investigate the project. The borrower shall be obliged to provide to the member banks the accurate information needed for the loan and to accept inquiries. The lead and agent banks shall be obliged to report accurately to the member banks relevant information pertaining to the borrower.

　　PART THREE　ISSUE AND RECOVERY OF SYNDICATED LOANS

　　Article 14　Syndicated loans shall adopt the method of "a firm total, the burden being divided among all the members".

　　Article 15　The amount of the syndicated loan borne by each member bank shall be in accordance with the principle of "voluntary entry and settled by agreement".

　　Article 16　Syndicated loan member banks should sign a joint syndicated loan agreement with the borrower and the guarantor.

　　Article 17　The syndicated loan agreement shall be a single loan contract negotiated and signed between the borrower and the lenders in accordance with the relevant laws and regulations. The representative of each party to the syndicated loan shall each sign the syndicated loan agreement and affix the seal of each work unit.

　　Article 18　The syndicated loan agreement should contain the following main clauses:

　　1. the basic circumstances of each party to the loan agreement, meaning principally the name and address of the borrower, lead bank, agent bank, other member banks and guarantor;

　　2. definitions and interpretation, defining and interpreting the meaning of specific wording used in the agreement;

　　3. agreements related to the loan contract, including type of loan, use to which the loan will be put, amount of loan, interest rate, loan period, repayment method and source of funds for repayment, guarantee clauses, etc.

　　4. the size of loan undertaken by each member bank and timing of transfer of funds;

　　5. rights and obligations of the agent bank;

　　6. agreements relating to the convening of the syndicated group meetings and to syndicated group meeting decisions;

　　7. responsibilities when there is breach of contract; and

　　8. other clauses required by law or regulations or believed necessary by the parties involved.

　　Article 19　Syndicated loans shall be handled each in accordance with the relevant loan administration procedures.

　　Article 20　Interest on syndicated loans shall be calculated and collected in accordance with the interest rates and procedures stipulated by the People's Bank.

　　Article 21　Syndicated loan member banks shall not levy any charges other than interest on the borrower. The cost of issuing a syndicated loans shall be borne by the agent bank or resolved through negotiation among the member banks.

　　Article 22　The issue of loans and collection of capital and interest shall be handled by the agent bank. When loans are issued each member bank should in accordance with the loan agreement transfer sums to a special account held by the borrower in the agent bank. Capital and interest shall be repaid by the borrower on time in accordance with the agreement to the agent bank, which shall then immediately transfer this proportionately to the member banks.

　　Article 23　When loans fall due the borrower should on time and to the requisite amount repay capital and interest on the loan. If the borrower is unable to repay on time the total amount of the syndicated loan, the agent bank shall on the basis of the provisions of the agreement transfer to each member bank that amount of the partial sum repaid proportionate to their share of the loan. Penalty interest on the overdue portion shall be subject to unified calculation by, a

nd shall be collected from the borrower by, the agent bank in accordance with the relevant People's Bank provisions.

　　Article 24　Syndicated loans must be guaranteed. If the borrower is unable to repay the capital on time the syndicated group shall have the right in accordance with the law and regulations to first recompense from the discounted value of the mortgaged or pledged item or from the amount recouped through sale or auction of the mortgaged or pledged item, or from the liabilities or responsibilities assumed by the guarantor in accordance with the provisions of the loan agreement.

　　PART FOUR　DUTIES OF THE LEAD AND AGENT BANKS

　　Article 25　The principal duties of the lead bank shall be as follows:

　　1. to receive the loan application document and to set the total amount and type of the syndicated loan;

　　2. to send to the relevant financial institutions the invitation to join the group, the loan application document (copy) and related material, to set the time limit for response and to collect the responses;

　　3. to be responsible for work such as the negotiation, drafting and signing of the loan agreement; and

　　4. to convene syndicated group meetings to negotiate and decide on the agent bank and on other questions and matters that must be jointly decided.

　　Article 26　The rights and obligations of the agent bank shall be stipulated in the loan agreement and principally include the following:

　　1. strictly to implement the loan agreement and in line with the agreement to guarantee the interests of the syndicated loan member banks. The agent bank must not use its position to harm the legal interests of the other member banks;

　　2. to issue and collect all the loan capital and interest stated in the loan agree

┨网页设计特效库┠ http://www。z┗co⊙l。com/网页特效/