Corporate Bond Issuance In The Pilot Approach

Original Language Title: 公司债券发行试点办法

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(August 14, 2007, China Securities Regulatory Commission announced come into force on the date of promulgation, 49th) Chapter I General provisions article I-corporate bond issues, protect the legitimate rights and interests of investors and the public interest, under the Securities Act, the Act, these measures are formulated.
    Article in the People's Republic of China territory has issued bonds governed by this approach.
    Corporate bonds mentioned in these measures refers to the company in accordance with legal procedures issue, prescribe a period for more than a year in the debt securities.
    Article III application for issuance of corporate bonds, should be consistent with the securities law, the company law and the conditions as provided herein, by the China Securities Regulatory Commission (hereinafter "CSRC") for approval.
    Article fourth issuance of corporate bonds, must be true, accurate, complete, timely and fair disclosure or provision of information, without any false record, misleading statement or material omission.
    Article fifth company should be honest and credit, maintenance of bondholders of statutory rights and rights stipulated in the bond prospectus. Sixth article approved by the China Securities Regulatory Commission on the corporate bonds issuance, does not show that its investment in the bond value or profit for the investor's substantive judgement or guarantee.
    Corporate bond investment risks by investors to buy bonds on their own responsibility.
    Second chapter issued conditions seventh article issued company bonds, should meet following provides: (a) company of production business meet legal, and administrative regulations and company articles of provides, meet national industry policy; (ii) company internal control system sound, internal control system of integrity, and rationality, and effectiveness not exists major defects; (three) by funding letter rating institutions rating, bonds credit level good; (four) company recently a final by audit of net worth amount should meet legal, and administrative regulations and China SFC of about provides;
    (E) average annual distributable profits of the last three fiscal years to achieve not less than interest on corporate bonds a year; (vi) the balance today after the release of corporate bonds of not more than recent closing net assets 40%; the cumulative balance of corporate bonds of financial companies calculated according to the relevant provisions of the financial firms.
    Eighth article exists following case one of of, shall not issued company bonds: (a) recently March or June within company financial accounting file exists false records, or company exists other major violations; (ii) this times issued application file exists false records, and misleading sex statement or major missed; (three) on has issued of company bonds or other debt has default or delay paid principal and interest of facts, still in continues to State; (four) serious damage investors lawful rights and interests of and social public interests of other case.
    Nineth corporate bonds with a face value of 100 Yuan each, issue price is determined by the issuer and sponsor inquiries through the market.
    Tenth credit ratings of corporate bonds shall be entrusted by the China Securities Regulatory Commission found, has engaged in securities trading service eligibility of credit rating agencies.
    Firms and credit rating agencies should agree, during the period of bonds validly, the credit rating agency announcement track rating reports at least once a year. 11th article for company bonds provides guarantees of, should meet following provides: (a) guarantees range including bonds of principal and the interest, and penalty, and damage compensation gold and achieved claims of costs; (ii) to guarantee way provides guarantees of, should for joint responsibility guarantee, and guarantor assets quality good; (three) set guarantees of, guarantees property is should clear, yet was set guarantees or take preservation measures, and guarantees property of value by has qualification of assets assessment institutions assessment not below guarantees amount; (four) meet
    Law on real right, the security law and the provisions of other relevant laws and regulations.
    Third chapter issued program 12th article application issued company bonds, should by company Board developed programme, by shareholders will or shareholders Assembly on following matters made resolution: (a) issued bonds of number; (ii) to company shareholders placing of arrangements; (three) bonds term; (four) raised funds of uses; (five) resolution of validity; (six) on Board of authorized matters; (seven) other need clear of matters.
    13th issue of corporate bonds to raise funds, must comply with the shareholder or the general meeting of shareholders approved the use and in accordance with the State industrial policies.
    14th issue of corporate bonds, should be determined by sponsor, sponsor, and to report to the CSRC.
    Sponsor shall, in accordance with relevant regulations of the China Securities Regulatory Commission prepare and submit applications for issuance of prospectus and documents.
    15th company all the directors, supervisors and senior management officers shall sign the bond prospectus, ensure there are no false record, misleading statement or material omission, and take individual and joint and several liability.
    16th sponsors should be content doing due diligence for a bond prospectus, and signed by the relevant responsible persons, verify that there is no false record, misleading statement or material omission, and bear the corresponding legal responsibility.
    Article 17th bond issuing special documents issued by the certified public accountant, asset valuation, credit rating personnel, lawyers and their institutions shall, in accordance with the law business rules, documents issued by the industry-recognized business standards and ethics, and issued statements on the authenticity, accuracy and completeness of the file accept responsibility.
    18th bond prospectus refers to audit reports, appraisal reports, credit rating reports, issued by the security services should be performed by a qualified, and signed by at least two qualified personnel.
    Bond prospectus refers to a legal opinion shall be issued by the law firm, and signed by at least two lawyers in charge.
    Article 19th bond prospectus effective within six months from the date of signing.
    Bond prospectus shall not use expired asset appraisal report or credit rating report.
    20th article China SFC in accordance with following program audit issued company bonds of application: (a) received application file Hou, five a days within decided whether accepted; (ii) China SFC accepted Hou, on application file for trial; (three) issued Audit Committee according to China Securities supervision Management Committee issued Audit Committee approach provides of special program audit application file; (four) China SFC made approved or not approved of decided. 21st issue of corporate bonds, can apply for a approval issued in phases. From the date of issue approved by the China Securities Regulatory Commission, the company shall, within six months for the first issue, the remaining quantity shall be issued within 24 months is complete.
    Exceeding the approved document qualifying time unreleased, approved by the China Securities Regulatory Commission has to be replaced before the release.
    First issued shall be issued not less than the total number of 50%, the remaining phases of the number issued by the company itself determines, within five working days after the completion of each issue reported that the China Securities Regulatory Commission for the record.
    22nd company shall prior to the issuance of corporate bonds within two to five working days, summary of bonds prospectus approved by the China Securities Regulatory Commission published in at least one newspaper designated by the CSRC, and published the full text on the Internet site specified by the CSRC.
    Fourth chapter bondholders ' rights protection of the 23rd company shall employ bond trustee for bond holders, and entered into a bond trustee agreement; the bond duration, by the bond trustee in accordance with the agreement, the Parties shall protect the interests of bondholders.
    Companies should be specified in the bond prospectus, investors to subscribe for the bonds as a consent to the bond trustee agreement. 24th bond trustee by this release of sponsor or any other institution recognized by the China Securities Regulatory Commission.
    To guarantee the release of bodies may not serve as the trustee of the bond issue.
    Bond trustee should be acting in the best interests of the bondholders, not conflict of interest and bond holders.
    25th article bonds trustee management people should perform following duties: (a) continued concern company and guarantor of funding letter status, appeared may effect bonds holds people major interests of matters Shi, convened bonds holds people Conference; (ii) company for bonds set guarantees of, bonds trustee management agreement should agreed guarantees property for trust property, bonds trustee management people should in bonds issued Qian made guarantees of right proved or other about file, and in guarantees during properly custody;
    (Three) in bonds continued period within diligent processing bonds holds people and company Zhijian of negotiations or litigation Affairs; (four) is expected to company cannot reimbursement debt Shi, requirements company additional guarantees, or law application statutory organ take property preservation measures; (five) company cannot reimbursement debt Shi, trustee participation reorganization, and reconciliation, and restructuring or bankruptcy of legal program; (six) bonds trustee management agreement agreed of other important obligations.
    26th the company shall with the bond trustee for bondholders meeting rules, bondholders through meetings of bondholders agreed the scope of the rights, procedures, and other important matters.
    Companies should be specified in the bond prospectus, investors subscribe for the bonds as agreed with the bondholders in order.
    27th article exists following situation of, should held bonds holds people Conference: (a) intends change bonds raised Manual of agreed; (ii) intends change bonds trustee management people; (three) company cannot regular paid principal and interest; (four) company reduction funding, and merged, and Division, and dissolved or application bankruptcy; (five) guarantor or guarantees real occurred major changes; (six) occurred on bonds holds people interests has major effect of matters. Supervision and administration of the fifth chapter

    28th company in violation of the regulations, but does not meet disclosure obligations, or not in accordance with the agreement convening bondholders meeting, acts such as damaging the interests of bond holders, the China Securities Regulatory Commission may order rectification; directly responsible to the person in charge and other direct liable persons, can take regulatory talks, found to be not fit and proper administrative controls, recorded in the credit file and published.
    29th sponsor to produce any false record, misleading statement or material omission release sponsor, sponsor or its related staff forged or altered signature, stamp, or fail to fulfil other official duties, in accordance with the relevant provisions of the securities law and the sponsor system.
    Article 30th for bonds issued audit reports, legal advice, asset assessment, credit rating reports and other special securities services and personnel files, in its special document issued false record, misleading statement or material omission, according to the securities law and the relevant regulations of the China Securities Regulatory Commission.
    31st bond Trustees in violation of the rules, failure to perform duties of bond trustee agreement, damaging the interests of bond holders, the China Securities Regulatory Commission may order rectification; directly responsible to the person in charge and other direct liable persons, can take regulatory talks, found to be not fit and proper administrative controls, recorded in the credit file and published.
                                                                                Sixth chapter supplementary articles article 32nd corporate bond trading, clearing and other items shall be in compliance with stock exchange and relevant regulations of the corresponding securities registration and clearing institution.

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