1. What conditions should shareholders of listed companies meet when issuing exchangeable corporate bonds? (1) The applicant is a limited liability company or a joint stock limited company that complies with the provisions of the Company Law and the Securities Law; (2) The company has a sound organizational structure, good operating conditions and no major defects in its internal control system; (3) The net assets of the company at the end of the latest period are not less than 300 million yuan; (four) the company's average annual distributable profit in the last three fiscal years is not less than one year's corporate bond interest; (5) The accumulated balance of corporate bonds after this issuance shall not exceed 40% of the net assets at the end of the latest period; (6) The amount of the bonds issued this time shall not exceed 70% of the market value of the shares to be exchanged according to the average price of the 20 trading days before the announcement date of the prospectus, and the shares to be exchanged shall be set as collateral for the issuance of corporate bonds this time; (7) The credit rating agency has a good credit rating on the bonds; (8) There is no circumstance that corporate bonds cannot be issued as stipulated in Article 8 of the Pilot Measures for the Issuance of Corporate Bonds. Two. The pilot provisions on the issuance of exchangeable corporate bonds by shareholders of listed companies are to regulate the issuance of exchangeable corporate bonds by shareholders of listed companies. According to the Pilot Measures for the Issuance of Corporate Bonds, the relevant matters are now stipulated as follows: 1. Shareholders holding shares of listed companies may apply to the China Securities Regulatory Commission for the issuance of exchangeable corporate bonds under the sponsorship of sponsors. Exchangeable corporate bonds refer to corporate bonds issued by shareholders of listed companies in accordance with the law and can be exchanged for shares of listed companies held by the shareholders in accordance with agreed conditions within a certain period of time. 2. To apply for the issuance of exchangeable corporate bonds, the following provisions shall be met: (1) The applicant shall be a limited liability company or a joint stock limited company that complies with the provisions of the Company Law and the Securities Law; (2) The company has a sound organizational structure, good operating conditions and no major defects in its internal control system; (3) The net assets of the company at the end of the latest period are not less than 300 million yuan; (four) the company's average annual distributable profit in the last three fiscal years is not less than one year's corporate bond interest; (5) The accumulated balance of corporate bonds after this issuance shall not exceed 40% of the net assets at the end of the latest period; (6) The amount of the bonds issued this time shall not exceed 70% of the market value of the shares to be exchanged according to the average price of the 20 trading days before the announcement date of the prospectus, and the shares to be exchanged shall be set as collateral for the issuance of corporate bonds this time; (7) The credit rating agency has a good credit rating on the bonds; (8) There is no circumstance that corporate bonds cannot be issued as stipulated in Article 8 of the Pilot Measures for the Issuance of Corporate Bonds. 3. The shares of the listed company to be exchanged shall meet the following requirements: (1) The net assets of the listed company at the end of the latest period shall not be less than RMB/kloc-0.5 billion yuan, or the weighted average return on net assets in the last three fiscal years shall not be less than 6% on average. The net profit after deducting non-recurring gains and losses is compared with the net profit before deducting, and the lower is used as the basis for calculating the weighted average return on equity; (2) The shares to be exchanged are unrestricted shares at the time of application for issuance, and the transfer of the shares by the shareholders during the agreed share exchange period shall not violate their commitments to the listed company or other shareholders; (3) Before the issuance of this exchangeable corporate bond, there were no property rights restrictions such as seizure, seizure and freezing, and there were no ownership disputes or other situations that could not be transferred or guaranteed according to law. 4. The shortest term of exchangeable corporate bonds is one year and the longest is six years. The face value of each bond is RMB 65,438+000, and the issue price is determined by the shareholders of listed companies and sponsors through market inquiry. The prospectus may stipulate a redemption clause, stipulating that shareholders of a listed company may redeem convertible corporate bonds that have not been converted according to the conditions and prices agreed in advance. The prospectus may stipulate the resale clause, stipulating that the bondholders may resell their bonds to the shareholders of the listed company according to the conditions and prices agreed in advance. 5. Exchangeable corporate bonds can only be exchanged for shares to be exchanged after 12 months from the date of issuance, and bondholders have the option to exchange shares or not. The price of corporate bonds exchanged per share shall not be lower than the average price of the company's shares in the 20 trading days before the announcement of the prospectus and the average price of the previous trading day. The prospectus shall specify in advance the exchange price and its adjustment and modification principles. If the exchange price is adjusted or modified, resulting in the number of shares exchanged being less than the number of shares to be exchanged for all issued exchangeable corporate bonds, the company must replenish the shares to be exchanged in advance, set up a guarantee for these shares, and go through relevant registration procedures. 6. The issuance procedures of exchangeable corporate bonds shall be handled in accordance with the provisions of Chapter III of the Pilot Measures for the Issuance of Corporate Bonds. The entrusted management of bonds and the protection of bondholders' rights and interests shall be handled in accordance with the provisions of Chapter IV of the Pilot Measures for the Issuance of Corporate Bonds. The credit rating of exchangeable corporate bonds shall be handled in accordance with Article 10 of Chapter II of the Pilot Measures for the Issuance of Corporate Bonds. Where the issuer provides a separate guarantee for the corporate bonds issued this time, in addition to setting a guarantee for the shares to be exchanged, it shall also be handled in accordance with the provisions of Article 11 of Chapter II of the Pilot Measures for the Issuance of Corporate Bonds. 7. Stocks to be exchanged and their fruits (including capitalization of capital reserve, share delivery, dividends, bonuses, etc.). ) is the collateral for the issuance of exchangeable corporate bonds, which is used to guarantee the bondholders to exchange shares and repay the principal and interest of the bonds in this period. Before the issuance of exchangeable corporate bonds, the trustee of corporate bonds shall sign a guarantee contract with the shareholders of listed companies on the shares to be exchanged, set up a guarantee in accordance with the business rules of securities registration and settlement institutions, go through relevant registration procedures, deposit them in a special account, and obtain a certificate of security right. When the bondholders exchange shares according to the agreed conditions, they shall withdraw the corresponding amount from the shares as the mortgage for payment; When the bondholders do not choose to exchange shares in part or in whole, and the shareholders of the listed company fail to pay off their debts at maturity, the proceeds from the disposal of the shares as collateral and its fruits will be used to pay off the debts to the bondholders first. 8. Where a bondholder of an exchangeable company applies for share exchange, it shall issue a share exchange instruction to the stock exchange through its custodian securities company, which shall be regarded as a guarantee release instruction recognized by the bond trustee and issuer. 9. To apply for the issuance of exchangeable corporate bonds, application documents shall be prepared in accordance with the requirements of these Provisions, and information shall be continuously disclosed in accordance with the provisions of the Securities Law. In the preparation of this prospectus, in addition to referring to the Contents and Forms of Information Disclosure of Companies Offering Securities to the Public No.23-Prospectus for Offering Bonds to the Public (Jian Zheng Fa Zi [2007] No.224), we should also refer to the relevant requirements of the Summary of Prospectus for Offering Convertible Corporate Bonds by Listed Companies to disclose important information of listed companies. 10. If a shareholder who has the control right of a listed company issues exchangeable corporate bonds, it shall reasonably determine the issuance plan and shall not directly transfer the control right to others through this issuance. Where an investor holding exchangeable corporate bonds increases his shareholding in a listed company due to the exercise of the right to exchange shares, or the shareholders who have control over the listed company change due to the exercise of the right to exchange shares by an investor holding exchangeable corporate bonds, the relevant parties shall fulfill their obligations as stipulated in the Measures for the Administration of the Acquisition of Listed Companies (Order No.35 of the CSRC). 1 1. The listing, trading, stock exchange, resale, redemption, registration and settlement of exchangeable corporate bonds shall be handled in accordance with the relevant provisions of stock exchanges and securities registration and settlement institutions. 12. Matters not covered in these Provisions shall be handled in accordance with other relevant regulations of China Securities Regulatory Commission. 13. These Provisions shall come into force as of the date of promulgation. Simply put, the conditions for shareholders of listed companies to issue exchangeable corporate bonds are very strict. First, the company's bond credit rating should be good. The ability of listed companies to issue bonds means that all assets of the company have a certain scale. However, if shareholders want to issue exchangeable corporate bonds, the conditions for listed companies to issue bonds are even stricter.