1、本科毕业论文外文翻译 外文题目： First M&A Loan activity under new CBRC guide line: what does future hold? 出 处： http:/ 作 者： Paul D. McKenzie, Charles Comey, Thomas T.H. Chou, Xiaohu Ma and Sherry Yin 原 文： China: First M&A Loan Activity Under New CBRC Guidelines: What Does The Future Hold? 02 March 2009 Article by P
2、aul D. McKenzie, Charles Comey, Thomas T.H. Chou, Xiaohu Ma and Sherry Yin Contents 1. M&A Loan Activity Since the New Guidelines Were Issued 2. The Substance of the New Guidelines What are the new Guidelines? Who can lend? Who can borrow? How will the loans be structured? 3. Outlook Why issue the G
3、uidelines now? Who will benefit? Market potential 4. Conclusion A number of acquisition loan arrangements have already been inked since the China Bank Regulatory Commission (CBRC) issued new guidelines (the Guidelines) on December 6, 2008 allowing commercial banks to provide loans to domestic enterp
4、rises conducting acquisitions within China and abroad. In this legal update, we report on new merger and acquisition (M&A) lending activity, describe the substance of the new Guidelines and what changes they bring, and offer an outlook on the effects the Guidelines will have. M&A LOAN ACTIVITY SINCE
5、 THE NEW GUIDELINES WERE ISSUED Two banks in China are reported to have taken advantage of the new Guidelines already, and another two are in negotiations to do so. Most recently, on January 20, 2009, the China Development Bank signed a contract for a CNY 1.63 billion (USD 240 million) acquisition l
6、oan to the CITIC Guoan Group. State media reported that this is the first acquisition loan since the Guidelines were promulgated. CITIC Guoan, a subsidiary of the CITIC Group that invests in the information industry, natural resources development, and real estate development, would use the loan to i
7、ncrease its shareholding stake in the Baiyin Group, a non-ferrous metal processing company in northwest China. The Industrial and Commercial Bank of China (ICBC) has been actively signing agreements establishing cooperative arrangements and lines of credit for M&A lending. On January 22, 2009, ICBCs
8、 Guangdong branch signed a strategic cooperation agreement with Chinas Southern United Assets and Equity Exchange (CSUAEE) whereby ICBC would extend a CNY 20 billion line of credit for future M&A transactions by local companies. ICBC claims that this is Chinas largest-ever credit line for enterprise
9、 M&A. The loans will be extended to enterprises focusing on infrastructure construction, environmental protection, and high technology. On January 16, 2009, ICBCs Shenzhen branch signed a strategic cooperation agreement with China Hi-Tech Property Exchange and Shenzhen Assets & Equity Exchange. The
10、agreement would provide a CNY 10 billion line of credit to support the M&A transactions of local Shenzhen enterprises. On January 6, 2009, ICBC signed a cooperation framework agreement on M&A loans with Beijing Capital Co., Ltd., a Chinese company listed on the Shanghai Stock Exchange, engaging in i
11、nfrastructure investment and operation management (particularly with respect to urban water supply and sewage disposal), and the China Beijing Equity Exchange. ICBC also granted a CNY 10 billion credit line for enterprise M&A transactions on December 25, 2008, in partnership with the Bank of Shangha
12、i and the Shanghai United Assets and Equity Exchange. Under this latter arrangement, the Shanghai United Assets and Equity Exchange will be responsible for recommending well-performing, non-real estate projects to ICBC and the Bank of Shanghai to be the subject of acquisition loans. China Constructi
13、on Bank (CCB), like ICBC one of Chinas Big Four state-owned commercial banks, is reportedly in talks with Baosteel Group Corp. Ltd. (Baosteel), Chinas largest steelmaker, about making acquisition loans available to Baosteel. The Bank of Communications is also reportedly negotiating acquisition loans
14、 with steel manufacturing and shipbuilding companies. THE SUBSTANCE OF THE NEW GUIDELINES What are the new Guidelines? The Guidelines are essentially risk management guidelines that permit commercial banks to make M&A loans, reversing a previous policy prohibiting such loans, and that set parameters
15、 for such loans. As the requirements described below make clear, the Guidelines establish a clear principle that management of M&A loans by commercial banks in China must be stronger than that for other loans. Generally speaking, prior to issuance of the Guidelines, M&A loans were prohibited by the
16、General Rules on Lending (General Rules) issued in 1996 by the Peoples Bank of China. Exceptions were limited to specifically approved M&A loans extended to state-owned enterprises (SOEs) for policy-driven purposes, such as M&A loans provided by ICBC to PetroChina and other large SOEs with special a
17、pproval from the State Council for each loan. Although various approaches have been used by enterprises to obtain loans from banks in order to facilitate their merger transactions, direct loans for M&A were always treated as illegal. Things began to change when the State Council stated its intention
18、 to stimulate the domestic economy by issuing statements known as the Ten measures to stimulate the economy (the Ten Measures) and the Nine financial measures (the Nine Measures) in December 2008. The Ten Measures are designed to increase investment in China by addressing goals such as improving inf
19、rastructure and enhancing financial support for economic growth. One of the goals of the Nine Measures is to boost new financing channels, including loans for mergers and acquisitions, real estate investment trusts, private equity funds, and private lending. The Guidelines, issued one week after the
20、 Nine Measures, are the embodiment of this goal with respect to M&A, effectively lifting the ban on M&A loans. Who can lend? The Guidelines apply only to commercial banks incorporated in China (including locally incorporated subsidiaries of foreign banks, but not Chinese branches of a foreign bank).
21、 Qualifying banks must meet specified risk management requirements and capital adequacy tests on an ongoing basis in order to extend M&A loans. The key requirements and tests include having strong risk management and effective internal control systems, a loan loss reserve adequacy rate of no less th
22、an 100%, a capital adequacy rate of no less than 10%, a general reserve balance of no less than 1% of the loan balance for the same period, and established M&A risk assessment and due diligence teams. Ramifications. The Big Four state-owned banks (Bank of China, ICBC, CCB, and Agriculture Bank of Ch
23、ina) will be the major players in M&A lending as a result of the Guidelines. Three other banks have reported meeting the 10% capital adequacy requirement (according to 2008 third-quarter financial statements): China Merchants Bank, CITIC Bank, and Industrial Bank. Most commercial banks, however, do not currently satisfy the capital adequacy requirements.
