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Measures for the Administration of Issuance and Trading of Corporate Bonds

chapter I general provisions article 1 these measures are formulated in accordance with the securities law, the company law and other relevant laws and regulations in order to regulate the issuance, trading or transfer of corporate bonds and protect the legitimate rights and interests of investors and the interests of the public. Article 2 These Measures shall apply to the public offering of corporate bonds within the People's Republic of China, which are traded or transferred on the stock exchange and the national share transfer system for small and medium-sized enterprises, and the non-public offering of corporate bonds which are underwritten or sold by themselves in accordance with the provisions of these Measures, or transferred on the stock exchange, the national share transfer system for small and medium-sized enterprises, the inter-agency quotation and service system for private placement products and the counter of securities companies.

if there are other provisions in laws and regulations and China securities regulatory commission (hereinafter referred to as China securities regulatory commission), those provisions shall prevail.

the term "corporate bonds" as mentioned in these measures refers to the securities issued by the company in accordance with legal procedures and agreed to repay the principal and interest within a certain period. Article 3 Corporate bonds may be publicly issued or privately issued. Article 4 Issuers and other information disclosure obligors shall perform their disclosure obligations in a timely and fair manner, and the information disclosed or submitted must be true, accurate and complete, and there shall be no false records, misleading statements or major omissions. Article 5 The issuer, its controlling shareholder and actual controller shall be honest and trustworthy, and the directors, supervisors and senior managers of the issuer shall be diligent and conscientious, and safeguard the legal rights enjoyed by bondholders and the rights stipulated in the prospectus for bond offering. Article 6 The audit report, asset appraisal report and rating report cited in the bond prospectus and other information disclosure documents shall be issued by an institution qualified to engage in securities service business.

the legal opinions cited in the prospectus for bond offering shall be issued by the law firm and signed by two practicing lawyers and the person in charge of the law firm. Article 7 Professional institutions and personnel such as underwriting institutions, credit rating agencies, entrusted managers, accounting firms, asset appraisal institutions and law firms that provide services for corporate bond issuance shall be diligent and conscientious, strictly abide by the professional norms and regulatory rules, and perform their obligations according to the provisions and agreements. Article 8 Issuers, underwriting institutions and their relevant staff members shall not violate fair competition, transfer benefits, seek illegitimate interests directly or indirectly or disrupt market order in the process of issuing pricing and placing. Article 9 The approval of the issuance of corporate bonds by the China Securities Regulatory Commission or the filing of the issuance of corporate bonds by the China Securities Association in accordance with these Measures does not mean that it makes a judgment or guarantee on the issuer's business risk, risk of debt, litigation risk and investment risk or income of corporate bonds. The investment risk of corporate bonds shall be borne by the investors themselves. Article 1 The China Securities Regulatory Commission shall supervise and manage the public offering and non-public offering of corporate bonds and their trading or transfer activities according to law.

the securities self-regulatory organization can conduct self-regulatory management on the listing or transfer, non-public issuance and transfer, underwriting, due diligence, credit rating, entrusted management and credit enhancement of corporate bonds in accordance with relevant regulations.

Securities self-regulatory organizations shall formulate relevant business rules, and specify specific provisions such as underwriting, filing, listing, trading or transfer, information disclosure, investor suitability management, holders' meeting and entrusted management of corporate bonds, and submit them to the China Securities Regulatory Commission for approval. Chapter II Issuance and Transfer of Transactions Section 1 General Provisions Article 11 When issuing corporate bonds, the issuer shall make resolutions on the following matters in accordance with the Company Law or the relevant provisions of the Articles of Association:

(1) The number of bonds to be issued;

(2) the mode of issuance;

(3) maturity of bonds;

(4) the purpose of the raised funds;

(5) the validity period of the resolution;

(6) other matters that need to be clarified according to laws and regulations and the articles of association.

when issuing corporate bonds, if arrangements are made for the credit enhancement mechanism and debt repayment guarantee measures, they should also be specified in the resolutions. Article 12 Corporate bonds issued by listed companies and unlisted public companies whose shares are publicly transferred may be accompanied by terms such as stock options and convertible into relevant stocks. Shareholders of listed companies and unlisted public companies whose shares are publicly transferred may issue corporate bonds with the provision that they can be exchanged for shares of listed companies or unlisted public companies. Commercial banks and other financial institutions may issue corporate bonds with write-down clauses in accordance with relevant regulations.

when a listed company issues corporate bonds with warrants and convertible into shares, it shall comply with the relevant provisions of the Measures for the Administration of Securities Issuance of Listed Companies and the Interim Measures for the Administration of Securities Issuance of Listed Companies on Growth Enterprise Market.

The issuance of corporate bonds with warrants and convertible terms by unlisted public companies whose shares are publicly transferred shall be separately stipulated by the China Securities Regulatory Commission. Article 13 All directors, supervisors and senior managers of an issuer shall sign the prospectus of bond offering, and promise that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities, unless they can prove that they are not at fault. Article 14 Qualified investors as mentioned in these Measures shall have the corresponding risk identification and bearing capacity, know and bear the investment risks of corporate bonds by themselves, and meet the following qualifications:

(1) Financial institutions established with the approval of relevant financial regulatory authorities, including securities companies, fund management companies and their subsidiaries, futures companies, commercial banks, insurance companies and trust companies, and private fund managers registered by asset management association of china (hereinafter referred to as fund industry associations);

(2) The wealth management products issued by the above-mentioned financial institutions to investors include, but are not limited to, asset management products of securities companies, products of funds and fund subsidiaries, asset management products of futures companies, bank wealth management products, insurance products, trust products and private equity funds filed by fund industry associations;

(3) enterprises, institutions, legal persons and partnerships with net assets of not less than RMB 1 million;

(4) Qualified foreign institutional investors (QFII) and RMB qualified foreign institutional investors (RQFII);

(5) pension funds such as social security funds and enterprise annuities, and social welfare funds such as charitable funds;

(6) individual investors whose financial assets are not less than RMB 3 million;

(7) Other qualified investors recognized by the China Securities Regulatory Commission.

the financial assets mentioned in the preceding paragraph include bank deposits, stocks, bonds, fund shares, asset management plans, bank wealth management products, trust plans, insurance products, futures rights and interests, etc. Wealth management products and partnership enterprises intend to invest their main assets in a single bond, and it is necessary to thoroughly check whether the final investor is a qualified investor and calculate the number of investors together. The specific standards shall be stipulated by the fund industry association.

Securities self-regulatory organizations may set stricter qualification conditions for qualified investors on the basis of the provisions of these Measures.