what are the measures for the management of bond transactions of public companies? 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. Where 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 of 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. Securities self-regulatory organizations may, in accordance with relevant regulations, conduct self-regulatory management on the listing, trading or transfer, non-public issuance and transfer, underwriting, due diligence, credit rating, entrusted management and credit enhancement of corporate bonds. Securities self-regulatory organizations shall formulate relevant business rules, specify the specific provisions on underwriting, filing, listing, trading or transfer, information disclosure, investor suitability management, holders' meeting and entrusted management of corporate bonds, and report them to the China Securities Regulatory Commission for approval. [2] Chapter II Issuance and Transaction Transfer 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) Term of bonds; (4) the purpose of the raised funds; (five) the validity of the resolution; (6) Other matters that need to be clarified in accordance with laws, 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 shall 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 ability to identify and bear risks, 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 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); (five) social security funds, enterprise annuities and other pension funds, charitable funds and other social welfare funds; (6) Individual investors whose financial assets are not less than RMB 3 million; (seven) 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, on the basis of the provisions of these Measures, set stricter qualifications for qualified investors. Article 15 When issuing corporate bonds publicly, the raised funds shall be used for the approved purposes; Non-public issuance of corporate bonds, the funds raised shall be used for the agreed purposes. Except for financial enterprises, the raised funds may not be lent to others. The issuer shall designate a special account for the receipt, storage, transfer and repayment of principal and interest of the funds raised by corporate bonds. [2] Section 2 Public Offering and Trading Article 16 The public offering of corporate bonds shall comply with the relevant provisions of the Securities Law and the Company Law and be approved by the China Securities Regulatory Commission. Article 17 No corporate bonds may be publicly issued under any of the following circumstances: (1) There are false records in the company's financial and accounting documents in the last 36 months, or the company has other major illegal acts; (2) There are false records, misleading statements or major omissions in the application documents for this issuance; (3) The fact that the company has breached the contract or delayed the payment of principal and interest on the issued corporate bonds or other debts is still in a continuous state; (four) other circumstances that seriously damage the legitimate rights and interests of investors and the interests of the public. Article 18 Corporate bonds whose credit standing meets the following criteria can be publicly issued to public investors, or they can be publicly issued only to qualified investors at their own choice: (1) The issuer has no debt default or delayed payment of principal and interest in the last three years; (2) The annual distributable profit realized by the issuer in the last three fiscal years shall not be less than 1.5 times of the one-year interest of the bonds; (3) The credit rating of the bond has reached AAA; (four) other conditions stipulated by the China Securities Regulatory Commission according to the needs of investor protection. The public offering of corporate bonds that fail to meet the standards prescribed in the preceding paragraph shall be open to qualified investors; China Securities Regulatory Commission will simplify the approval procedures for public offering only to qualified investors. Article 19 A public offering of corporate bonds shall entrust a credit rating agency with the qualification to engage in securities business for credit rating. Article 2 An issuer shall prepare and submit the application documents for the public offering of corporate bonds in accordance with the relevant provisions of the China Securities Regulatory Commission on the content and format of information disclosure. Article 21 After accepting the application documents, the China Securities Regulatory Commission shall examine the application for public issuance of corporate bonds according to law, make a decision on whether to approve or not within three months from the date of accepting the application documents, and issue relevant documents. After the application for issuance is approved, but before the issuance of corporate bonds ends, the issuer may no longer meet the issuance conditions due to major events, so it shall suspend or suspend the issuance, and timely report to the China Securities Regulatory Commission. If the conditions for issuance are affected, the approval procedures shall be re-performed. The underwriting institution shall diligently perform its verification obligations, and if it finds that the issuer has the circumstances specified in the preceding paragraph, it shall immediately stop underwriting and urge the issuer to fulfill its reporting obligations in a timely manner. Article 22 A public offering of corporate bonds may apply for one-time approval and be issued by stages. The issuer shall complete the first issue within 12 months from the date of approval of the issuance by the China Securities Regulatory Commission, and the remaining amount shall be completed within 24 months. The prospectus for public offering of corporate bonds is valid for six months from the date of final signing. In case of installment issuance, the issuer shall timely disclose the updated prospectus of bond offering in subsequent issuance, and report it to the China Securities Regulatory Commission for filing within five working days after the completion of each issuance. Article 23 A publicly issued corporate bond shall be listed and traded on a legally established stock exchange, or transferred in the national share transfer system for small and medium-sized enterprises or other securities exchange places approved by the State Council. Article 24 Stock exchanges and national share transfer of small and medium-sized enterprises implement classified management on the listing, trading and transfer of publicly issued corporate bonds, implement differentiated trading mechanisms, establish corresponding investor suitability management systems, and improve risk control mechanisms. Stock exchanges and the national share transfer system for small and medium-sized enterprises shall timely adjust the trading mechanism and appropriate arrangements for investors according to the changes in the credit status of bonds. Article 25 Where a public offering of corporate bonds applies for listing, trading or transfer, the trading mechanism and appropriate arrangements for investors in the trading link shall be clarified in accordance with the relevant rules of the stock exchange and the national share transfer system for small and medium-sized enterprises before issuance. The investor suitability requirements of the issuance link and the transaction link shall be consistent. [2] Section 3 Non-public Issuance and Transfer Article 26 Non-public issuance of corporate bonds shall be issued to qualified investors, and advertising, public persuasion and disguised publicity shall not be used, and the number of issuers shall not exceed 2 at a time. Article 27 Issuers and underwriting institutions shall, in accordance with the investor suitability system stipulated by China Securities Regulatory Commission and securities self-regulatory organizations, understand and evaluate investors' ability to identify and bear the risks of non-public issuance of corporate bonds, confirm investors who participate in the subscription of non-public issuance of corporate bonds as qualified investors, and fully disclose the risks. Article 28 Whether a non-public offering of corporate bonds is subject to credit rating shall be determined by the issuer and disclosed in the prospectus. Twenty-ninth non-public issuance of corporate bonds, underwriting institutions or issuers who sell themselves in accordance with the provisions of Article 33 of these Measures shall file with the China Securities Association within five working days after each issuance. China Securities Industry Association shall timely file the materials when they are available. Filing does not mean that China Securities Industry Association conducts compliance review, does not constitute market access, and does not exempt relevant entities from the responsibility for violation. Thirtieth non-public issuance of corporate bonds, you can apply for transfer in the stock exchange, the national share transfer system for small and medium-sized enterprises, the inter-agency private placement product quotation and service system, and the counter of securities companies. Article 31 Non-publicly issued corporate bonds are only transferable within the scope of qualified investors. After the transfer, the total number of qualified investors holding bonds issued at the same time shall not exceed 2. Article 32 The directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the issuer may participate in the subscription and transfer of the company's non-public corporate bonds, and are not subject to the qualification requirements of qualified investors in Article 14 of these Measures. [2] Section 4 Administration of Issuance and Underwriting Article 33 The issuance of corporate bonds shall be underwritten by a securities company with securities underwriting business qualifications. Securities companies qualified for securities underwriting business, China Securities Finance Co., Ltd. and other institutions recognized by the China Securities Regulatory Commission are sold by non-public offering companies. Article 34 When underwriting corporate bonds, an underwriting institution shall formulate a strict risk management system and internal control system in accordance with these Measures and the relevant provisions of the China Securities Regulatory Commission and the China Securities Association on due diligence, risk control and internal control, and strengthen the management of the pricing and placing process. Article 35 When underwriting corporate bonds, an underwriting institution shall adopt the methods of underwriting or consignment in accordance with the relevant provisions of the Securities Law. Article 36 The issuer and the lead underwriter shall sign an underwriting agreement, in which the rights and obligations of both parties shall be defined and a clear underwriting base shall be agreed. If the underwriting method is adopted, the underwriting responsibility shall be clearly defined. If the public offering of corporate bonds should be underwritten by an underwriting syndicate in accordance with the provisions of laws and administrative regulations, the underwriting institutions forming the underwriting syndicate shall sign an underwriting syndicate agreement, and the lead underwriter shall be responsible for organizing the underwriting work. Where the issuance of corporate bonds is jointly underwritten by two or more underwriting institutions, all the underwriting institutions acting as the lead underwriters shall * * * share the lead underwriting responsibilities and perform relevant obligations. If the underwriting syndicate consists of more than three underwriting institutions, it may set up a deputy lead underwriter to assist the lead underwriter in organizing underwriting activities. Members of the underwriting syndicate shall conduct underwriting activities in accordance with the underwriting syndicate agreement and the underwriting agreement, and shall not engage in false underwriting. Article 37 The price or interest rate of public issuance of corporate bonds shall be determined by market-oriented methods such as inquiry or public bidding. The issuer and the lead underwriter shall negotiate to determine the pricing and placing scheme of the public offering and make an announcement, and clarify the principles for determining the price or interest rate, the pricing process of the offering and the placing rules, etc. Article 38 Issuers and underwriting institutions shall not manipulate issuance pricing or operate in a black-box manner; Do not seek illegitimate interests or transfer interests to other relevant stakeholders by means of entrustment or trust; Not directly or through its stakeholders to participate in the subscription of investors to provide financial assistance; There shall be no other acts that violate fair competition and disrupt market order. Article 39 Where corporate bonds are publicly issued, the issuer and the lead underwriter shall hire a law firm to witness the issuance process, the placing behavior, the qualifications of investors participating in the subscription, the allocation of funds and other matters, and issue special legal opinions. Within ten working days after the public offering of corporate bonds is listed, the lead underwriter shall submit the special legal opinions together with the underwriting summary report and other documents to the China Securities Regulatory Commission. Fortieth issuers and underwriting institutions shall not exaggerate publicity in the promotion process, or induce or mislead investors by unfair means such as false advertisements, and shall not