附3号指引2023、2025年修订对照表：上交所3号指引传递哪些信号？

1. Report Industry Investment Rating No relevant content provided. 2. Core Viewpoints of the Report - The new revision of the "No. 3 Guideline" adds requirements for the verification and information disclosure of the issuer's trading business, which helps to eliminate "financing trade" and guide funds to flow into effective areas of the real economy [2]. - The new revision adds information disclosure requirements for urban investment indicators, which may further strengthen the boundary of subject nature identification and help issuers re - position themselves [2]. - The new revision pays more attention to the issuer's solvency. By setting relevant indicators, it restricts the bond financing of entities with poor asset liquidity, heavy interest - payment burdens, and diversified businesses, which is conducive to the clearance of weak platforms in the capital market [2]. - The new revision broadens the verification scope of intermediary institutions and refines their verification responsibilities, which helps to strengthen the "gatekeeper" role of intermediary institutions and improve the verification quality [2][3]. 3. Summary According to the Directory 3.1 Newly Added Provisions in 2025 - For issuers with inventory and receivables accounting for more than 70% of total assets, they should disclose relevant information and be cautious in determining bond issuance plans [5]. - Issuers with trading business meeting certain conditions should disclose details about the trading business, and underwriters should conduct necessary verifications [5]. - Issuers with EBITDA less than the annual interest of all interest - bearing debts at the end of the reporting period should disclose relevant information and formulate debt - repayment measures, and be cautious in determining bond issuance plans [6]. - Local state - owned enterprises involved in urban construction should disclose information about asset composition, revenue, and profit composition, and evaluate their solvency and be cautious in determining bond issuance plans [6][7]. - For issuers with government - related receivables accounting for more than 30% of net assets, they should disclose relevant information and be cautious in determining bond issuance plans [7]. - Issuers with diversified businesses should explain the synergy of business segments and its impact on profitability and solvency [8]. - Overseas - registered enterprises with main operations in China should disclose relevant information, and underwriters should evaluate their operating capabilities and the rationality of bond issuance plans [8]. - Underwriters and lawyers should verify whether intermediary institutions and related personnel have bribed in the past three years [9]. - Underwriters should verify and compare important information of relevant entities in the application documents with publicly disclosed information [9]. - Underwriters should comment on the impact of relevant entities' illegal or default situations on the issuer's operations and solvency [9]. 3.2 Revised Provisions in 2025 - The scope of disclosure of illegal and default situations of the issuer and its related parties is expanded, and more attention is paid to bribery situations [14]. - When the issuer has an inter - guarantee situation, it should disclose relevant information, and underwriters should evaluate the cross - conduction risk of debt [16]. - The requirements for the issuer to optimize the debt structure and determine the bond issuance plan are refined [16][17]. - The requirements for the issuer to maintain a reasonable debt - term structure are refined, and the disclosure requirements for short - term debt situations are increased [17]. - For the issuer's special accounting treatment, more detailed disclosure and verification requirements are added [18]. - For the issuer's abnormal financial indicators such as "high deposits and high loans", detailed disclosure and verification requirements are added [18]. - For the issuer's bond investment projects, more detailed requirements for income disclosure and project compliance verification are added [18][21]. 3.3 Deleted Provisions in 2025 - The provisions on the conditions for urban construction enterprises to issue bonds and the requirements for repaying non - bond存量 debts are deleted [24]. - The provisions on the issuer's government - related receivables accounting for more than 50% of net assets and the corresponding requirements are deleted [24].