Interim Measures For The Management Of Securities And Corporate Bonds

Original Language Title: 证券公司债券管理暂行办法

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(August 29, 2003, China Securities Regulatory Commission released 15th) Chapter I General provisions article to regulate securities and corporate bonds issuance and transfer of, and protect the legitimate rights and interests of bondholders, in accordance with the company law and the securities law and the provisions of relevant laws and administrative regulations, these measures are formulated.
    Second securities corporate bonds in these measures refers to the securities issued according to law, conventions, within a certain period of debt securities.
    Securities companies to issue bonds this way, except for the issue of convertible bonds.
    Article III of the China Securities Regulatory Commission (hereinafter "CSRC") in accordance with the corporate bond issuance and transfer of securities supervision and administration. Fourth securities firm to issue bonds must comply with the conditions laid down in this way, and reported to the CSRC for approval.
    Unauthorised shall not issue or issuing bonds in a disguised form.
    Article fifth bond issue approved to open to the public of securities companies, can be issued to qualified investors.
    Introduction notes may not be publicly issued or disguised public offering.
    Sixth issue debt securities company (hereinafter "issuer") shall formulate effective measures of debt service due, protect the legitimate rights and interests of the bondholders. Second chapter issued and underwriting seventh article securities company public issued bonds, except should meet company law provides of conditions outside, also should meet following requirements: (a) issued human integrated class securities company; (ii) recently a current period without audit of net worth not below 1 billion yuan; (three) recently one years profit; (four) the risk monitoring index meet China SFC of about provides; (five) recently two years not occurred major illegal violations behavior; (six) has sound of shareholders will, and
    Operation mechanism and effective internal control system the Board of Directors, possess appropriate technical support service isolation and internal control systems; (VII) have actual control over assets have not been natural person, legal person or other organization and its affiliates use; (VIII) other conditions stipulated by the CSRC.
    Eighth a securities firm is directed to issue bonds, and in addition shall comply with the conditions laid down in the Act, but should also conform to the preceding article, paragraph (iv), (v), (vi), (VII), (VIII) the requirements set, and a recent final audited net assets of no less than 500 million Yuan. Nineth directional bonds issued only to qualified investors.
    Refers to judge for themselves the investment bonds for qualified investors for independent analysis and ability to take risks, investors and in accordance with the following conditions: (a) legal entities established by law or investment organizations, (ii) may engage in bonds in accordance with the rules and regulations and (iii) the registered capital over 10 million Yuan or audited net assets of more than 20 million Yuan. Article tenth bond funds should be collected for the purposes identified and the corresponding use of planning and management systems.
    Fundraising used shall comply with the laws and regulations and the relevant regulations of the China Securities Regulatory Commission, shall not be used against businesses and acts.
    Pedestrians should employ the securities made by the 11th credit rating agencies in the credit rating bonds and made arrangements to track rating. Securities credit rating agency rating results of objective responsibility, impartiality and timeliness.
    Credit rating the content and format of the report shall be in conformity with the relevant provisions. Article 12th pedestrians should provide guarantees for bond issues.
    Provide a guarantee for bond issues, on behalf of the guarantor should have the ability to pay off debts, guarantee shall be joint and several liability guarantee for bonds issued to provide mortgage or pledge, mortgage or pledge of property should be evaluated by qualified appraisal firm.
    Public issuance of guarantee bonds in an amount not less than the bond principal and interest amount, directional bond guarantee in an amount of not less than 50% of the total debt principal and interest. Pedestrians should be made by the 13th bondholders hired claims representative.
    Hired claims representative shall conclude a credit agency agreements, specific issuers, bondholders and claims agents of rights, obligations and liability for breach.
    Issuers should be expressly agreed upon in the prospectus, investors subscribe for the bonds as agreed with the creditor agency agreement.
    Issuers may hire trust and investment companies, fund management companies, securities firms, law firms, securities investment consultation institutions and bodies as claims agent.
    Article 14th pedestrians shall hire a law firm reference to the relevant provisions of the securities issued by the CSRC issued legal opinions and lawyer work report.
    Characteristics of lawyers should be for a bond, with emphasis on the bonds issue terms, terms of issuance, distribution, security, credit rating and special debt accounts, claims agents, bondholders meeting, clear legal opinion. Article 15th pedestrians shall employ an underwriter of the securities company organization bond underwriting.
    Directional bond issue, approved by the China Securities Regulatory Commission to arrange the sale of the issuer.
    16th securities companies shall be formulated by the Board of Directors of the issue programme, special resolution of shareholders on the following matters: (a) issuing scale and term, interest rate, (ii), (iii) Fund-raising purposes; (d) distribution; (v) the resolution is valid, (vi) other important matters connected with this issue. 17th article securities company application issued bonds, should to China SFC submitted following file: (a) issued people application report; (ii) Board, and shareholders will resolution; (three) main underwriting business recommended letter (attached due diligence survey report); (four) raised manual (attached issued programme); (five) legal submissions (attached lawyer work report); (six) by audit of recently three years and the recently a period of financial accounting report; (seven) credit rating report and the track rating arrangements of description; (eight) claims debt plans and the guarantees measures of designed
    Report; (IX) concerning payment of bond principal and interest cash flows analysis; (j) the security agreement and related documents (11) debt agency agreement (12) issuer regulations and copy of business license (13) and other important contracts related to bond issuance (14) other documents required by the CSRC.
    Article 18th directional bond proposed purchaser a written commitment to subscribe for all bonds and is not transferred in the transfer market, intends to Subscriber's written consent, may be exempted from the credit rating of the issuer, provided guarantees, hired claims representative. Bonds referred to in the preceding paragraph can only be transferred by way of agreement.
    Transfer should be agreed by both parties in relation to the bond transfer restrictions and the risk clear reminder and confirmation.
    Article 19th bond underwriting underwriting and distribution can be taken.
    Underwriting or arrange the sale, sale period cannot exceed 90 days. 20th public bond issues, total par value of bonds sold during the sales period to be less than 50% of the total par value of bonds issued or who do not meet the listing criteria, as a failure to issue.
    Issue failed, the issuer should be according to the IPO and bank deposit interest returned to the purchaser.
    Bonds before the end of, the issuer shall not be used to raise funds, underwriter and claims agents who have supervisory obligations. 21st public issuance of bonds should be issued to the public, each of the face value of 100 Yuan.
    Bonds issued by directional bookkeeping methods should be applied to qualified investors, each face value of 500,000 yuan, each qualified investors to subscribe for the bonds shall not be less than the nominal value of 1 million Yuan.
    Bonds can be issued at face value can also be issued by other means, specific ways by the issuer and the underwriter consultation.
    22nd bond rates by the issuer and its main underwriters, according to credit rating, level of risk, the market supply and demand conditions, and other factors determined in consultation, but must comply with the relevant regulations on corporate bond interest rate management.
    23rd bond of a minimum period of one year, maximum of five years.
    The third chapter managed and 24th securities company transferred bonds China Securities Depository and Clearing Corporation will be responsible for registration, custody and settlement.
    With the approval of Central Treasury bond registration and settlement company limited corporate bonds can also be responsible for securities registration, custody and settlement. 25th public issuance of bonds of centralized price bidding shall apply for stock exchange transactions.
    Approved by the China Securities Regulatory Commission, also can be transferred by other means.
    Apply for listing of securities companies should be concluded with a stock exchange listing agreement, compliance with the stock exchange listing rules, accept the supervision of the stock exchange.
    Article 26th bonds listing application shall comply with the following conditions: (a) the completion of applications for issuance of bonds has been approved and issued, (ii) the actual face value of the bonds totaled less than 200 million Yuan, and (iii) of the requirements when applying for listing open issues and (iv) other conditions stipulated by the CSRC.
    27th listed bonds a month before terminating the deal, by the issuer for a payment matters.
    Listing of securities companies Securities Act 55th, 56th article, made by the stock exchange suspended trading or termination of listing decisions. 28th with introduction of the bond agreement transfer can also take other transfer approved by the China Securities Regulatory Commission, minimum transfer units shall not be less than the face value of 500,000 yuan.
    Transfer of bonds should be carried over from qualified investors, and shall conform to the transfer place of business rules. Issuers, underwriters, to provide transfer services of securities companies, transfers per capita should be necessary to review and confirm the identity of qualified investors, non-qualified investors directional bond subscription, shall not take part in the activity.

    Article 29th of directional bond issuers, underwriters, provides transfer services of securities companies should be confirmed by the review of QFII and relevant information Declaration to the depository and clearing company, and the securities account opening and registration formalities.
    Qualified investors only securities registered in the registration and settlement company account can be used for bond purchase, investment activities, and fill in the bond subscription form or schedule. Fourth chapter disclosure 30th securities firms to issue bonds, should be made in accordance with relevant regulations of the China Securities Regulatory Commission prospectus and other disclosure documents, guaranteed authentic, accurate, complete and timely disclosure of all information have substantive effects on investors.
    But with introduction of bonds prospectus and related materials may not be published in the media or published in a disguised form.
    Issuers and related parties shall not in any way mislead investors into buying bonds. 31st pedestrians should be prominently prompted investors in the prospectus: "investors to buy the bonds, should carefully read the prospectus and the relevant disclosure document, an independent investment judgment.
    Approval from the China Securities Regulatory Commission on the bond issue and does not indicate the investment value of this bond has made any comment, doesn't mean that any judgement on this stage bond investment risks. "
    Article 32nd prospectus and the listing announcement, regular reports and bulletins on important matters, and shall conform to the relevant regulations of the China Securities Regulatory Commission and exchange rules of business.
    Article 33rd issue of prospectus disclosure clauses should be specific, clear, detailed agreement with the bond provisions related to the rights and obligations of the parties.
    Raised manual at least should including following content: (a) bonds of scale, and term, and interest rate; (ii) issued of start time; (three) principal and interest paid of time, and program, and way; (four) special claims debt account and he claims debt measures; (five) bonds holds people Conference of about arrangements; (six) claims agent and the claims agent agreement; (seven) guarantees matters; (eight) rating report and the track rating of arrangements; (nine) issued people of default responsibility; (10) underwriting institutions and responsibility.
    Article 34th pedestrians should be disclosed to bondholders in the bond duration, as have the securities practice qualification audit of annual financial reports.
    35th public issuance of bonds the issuer shall in principal and interest payment date in the 10th, on relevant issues in the newspapers designated by the CSRC notice three times.
    During the 36th article listing, the issuer shall, within four months from the date of the end of each fiscal year, the China Securities Regulatory Commission and stock exchange annual report, at the end of the first half of each fiscal year within two months from the date of the China Securities Regulatory Commission and the stock exchange to submit an interim report, and specify the newspaper China Securities Regulatory Commission disclosed on the Web site and the Internet.
    37th article regularly report should detailed disclosure report period within and bonds holds people interests related of important situation, at least should including following content: (a) bonds principal and interest of paid situation; (ii) special claims debt account of about situation; (three) guarantor and guarantees real occurred major changes of situation; (four) issued people of liabilities changes situation; (five) cash flow status reviewed; (six) track rating situation; (seven) claims agent Agent Affairs report of main content; (eight) major matters announcement of main situation;
    (I) the bondholders to the convening of the Conference and (10) other information has a significant impact on bond holders.
    38th article issued people appeared following case one of of, should timely be announcement or to effective of way told bonds holds people: (a) is expected to due to paid interest or principal; (ii) special claims debt account appeared exception; (three) made may on debt coupon produced major effect of guarantees contract and the other important contract; (four) occurred major losses or suffered over net worth 10% above of major loss; (five) occurred major arbitration, and litigation; (six) reduction funding, and merged, and Division, and dissolved and the application bankruptcy;
    (VII) significant restructuring to be carried out; (VIII) fails to fulfil the conventions of the prospectus; (IX) a guarantor or significant changes in the security, (10) bond is terminated by stock exchanges to suspend trading, and (11) other circumstances as stipulated by the CSRC.
    39th regular, issuing of bonds, its content and method of disclosure of information shall be specified in the prospectus, but should be consistent with the China Securities Regulatory Commission on the relevant provisions of the information disclosure of directional bond.
    Fifth chapter debt measures article 40th bondholders in accordance with laws, administrative regulations and the bond prospectus agreed to exercise their rights, supervision of issuers and debt related acts of agents. 41st issuer must pay for bond principal and interest to set up a special debt service account, clear accounts of sources, extraction methods and supervision of accounts and other related matters.
    Funds in the account can be used to invest in government bonds and other low risk and high liquidity products, conventions can also be used for the prepayment of the bonds.
    42nd pedestrians shall by resolution of shareholders, bond during the existence of any surplus reserve of ratio and proportion of general risk reserve to reduce the solvency risk.
    43rd article sent pedestrian should through shareholders will formed resolution, in special claims debt account funds failed to by agreed extraction or failed to paid bonds principal and interest during, take following measures: (a) not to shareholders distribution profit; (ii) suspended major foreign investment, and acquisition merger, capital sex spending project of implementation; (three) adjustable reduction or stopped Director and senior management personnel of wage and bonus; (four) main responsibility people shall not out.
    44th agreed by the issuer prior to maturity of the bonds bought back or agreed upon conditions of prepayment shall not damage the interests of bond holders, and be fair to all bondholders. Article 45th issuers in the bond duration, prospectus may unilaterally change the contract.
    Need to change as a result of special circumstances, shall promptly notify the claims agent and obtaining consent from bondholders. Article 46th bondholders can be exercised individually or through meetings of bondholders exercise their rights.
    Prospectus shall provide bond holders the right, convening procedure as well as the conditions for the entry into force of the resolution.
    47th article appeared following case one of of, should held bonds holds people Conference: (a) issued people proposed intends change raised Manual of agreed; (ii) issued people cannot regular paid principal and interest; (three) issued people reduction funding, and merged, and Division, and dissolved and the application bankruptcy; (four) guarantor or guarantees real occurred major changes; (five) holds 10% above face value of bonds holding was proposed intends replaced claims agent.
    48th pedestrians, the guarantor and the stake in the bonds and 10% more of the equity interest of shareholders of the issuer and other significant related-party, may participate in the meeting of bondholders and motion, without the right to vote. 49th article claims agent should performing do duty, perform honest, and credit, and caution, and effective management of obligations, strictly comply with agent agreement of agreed, and perform following obligations: (a) Dang appeared failed to timely paid principal and interest and the other may effect bonds holds people major interests of case Shi, timely urged reminded issued people, and told bonds holds people; (ii) in accordance with agreed supervision special claims debt account, and raised funds of using and guarantees matters; (three) in accordance with raised Manual of agreed,
    Negotiations between bondholders and the issuer agent and litigation services; (d) the bondholder other matters in the mandate of the Conference.
    50th claims agent agency business rules should be developed, to take effective measures to protect the legitimate rights and interests of the bondholders, and claims agent reports issued on a regular basis. 51st pedestrians shall designate a person responsible for bond transactions.
    Within 15 working days before the interest or principal payments, the issuer shall pay a working group comprising, responsible for the payment of interest and principal payments and other transactions associated with them. Sixth chapter legal liability article 52nd securities corporate bonds issuing, underwriting, transfer, and disclosure of information shall comply with the relevant provisions of the company law and the securities law.
    Violation, shall be given administrative sanctions by the CSRC. 53rd article directed issued bonds, violation provides in media Shang public published or disguised public published raised manual or released related information of, by China SFC ordered corrected, single at or and at warning, and fine; plot serious of revoked on its directed issued bonds of approved, has issued of bonds by issued people according to price added earlier bank deposits interest returned, three years within no longer accepted its issued application.
    Managers directly responsible and other persons directly responsible for, or single and warn, fine, suspend or cancel the qualification of engaging in securities business. 54th article directed issued bonds of issued people or underwriting business, violation provides to qualified investors yiwai of investors sales bonds of, should active corrected; refused to corrected of, by China SFC ordered corrected, single at or and at warning, and fine; on issued people can revoked directed issued bonds of approved, has issued of bonds by issued people according to price added earlier bank deposits interest returned, three years within no longer accepted its issued application, on underwriting business can suspended or canceled its securities underwriting business qualification.
    Managers directly responsible and other persons directly responsible for, or single and warn, fine, suspend or cancel the qualification of engaging in securities business. 55th agencies that provide services for targeted bonds, professional advice issued by the false record, misleading statement or material omission, shall take the initiative to correct refuses, the CSRC shall order rectification, and may, if the circumstances or disciplinary warning, fines, suspension or termination of eligibility for engaging in securities business. Managers directly responsible and other persons directly responsible for, or single and warn, fine, suspend or cancel the qualification of engaging in securities business.

    56th claims agents are not required to fulfil their obligations, by the persons responsible shall be given administrative sanctions by the CSRC; causes losses to holders of bonds shall bear civil liabilities according to law. 57th issuers fail to repay the principal and interest, the bond holder may initiate proceedings in accordance with law.
    On paid debt capacity and refused to perform claims debt obligations and the other violations behavior, China SFC Visual situation take following measures: (a) ordered perform related obligations; (ii) on units single at or and at warning, and fine, and suspended part securities business; (three) on directly is responsible for of competent personnel and other directly responsibility personnel, single at or and at warning, and fine, and suspended or canceled engaged in securities business of qualification.
    Seventh chapter supplementary articles article 58th of securities companies to issue subordinated bonds administrative measures separately.
            59th these measures shall come into force on October 8, 2003.

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