These Measures shall apply to the issuance of bonds by securities companies, except for the issuance of convertible corporate bonds. Article 3 China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") shall supervise and administer the issuance and transfer of bonds of securities companies according to law. Article 4 Securities companies issuing bonds must meet the conditions stipulated in these Measures and report to the China Securities Regulatory Commission for approval. Bonds may not be issued or issued in disguised form without approval. Article 5 Upon approval, securities company bonds may be issued to the public or directed to qualified investors. Directional bonds shall not be publicly issued or publicly issued in disguised form. Article 6 A securities company that issues bonds (hereinafter referred to as the "issuer") shall formulate effective measures to repay the principal and interest at maturity to protect the legitimate rights and interests of bondholders. Chapter II Issuance and Underwriting Article 7 In order to issue bonds publicly, a securities company shall meet the following conditions in addition to those stipulated in the Company Law:
(1) The issuer is a comprehensive securities company;
(2) The audited net assets at the end of the latest period are not less than 654.38 billion yuan;
(3) Profits in the latest year;
(4) The risk monitoring indicators meet the relevant provisions of the China Securities Regulatory Commission;
(5) There are no major violations of laws and regulations in the last two years;
(6) Having a sound operating mechanism for the shareholders' meeting and the board of directors, an effective internal management system, and an appropriate technical support system for business isolation and internal control;
(seven) the assets are not occupied by natural persons, legal persons or other organizations with actual control rights and their affiliates;
(eight) other conditions stipulated by the China Securities Regulatory Commission. Article 8 A securities company issuing bonds in a directional way shall meet the conditions stipulated in Items (4), (5), (6), (7) and (8) of the preceding article in addition to the conditions stipulated in the Company Law, and its audited net assets at the end of the latest period shall not be less than 500 million yuan. Ninth directional bonds can only be issued to qualified investors. Qualified investors refer to investors who have the ability of independent analysis and risk tolerance for investing in bonds and meet the following conditions:
A legal person or investment organization established according to law;
(two) in accordance with the provisions and articles of association can engage in bond investment;
(3) The registered capital is more than 654.38 million yuan or the audited net assets are more than 20 million yuan. Article 10 The funds raised by issuing bonds shall have clear purposes and corresponding use plans and management systems. The use of raised funds shall comply with laws and regulations and the relevant provisions of the China Securities Regulatory Commission, and shall not be used for prohibited business or behavior. Article 11 An issuer shall engage a securities credit rating agency to credit rate the bonds of the current period and arrange subsequent ratings.
Securities credit rating agencies are responsible for the objectivity, fairness and timeliness of rating results. The content and format of the credit rating report shall comply with the relevant provisions. Article 12 An issuer shall provide guarantee for the issuance of bonds. To provide guarantee for the issuance of bonds, the guarantor shall have the ability to pay off debts on his behalf, and the guarantee method is joint and several liability guarantee; Where bonds are issued to provide mortgage or pledge, the mortgaged or pledged property shall be appraised by a qualified asset appraisal institution.
The amount of guarantee for public issuance of bonds shall not be less than the total principal and interest of bonds, and the amount of guarantee for directional issuance of bonds shall not be less than 50% of the total principal and interest of bonds. Article 13 An issuer shall employ a creditor's right agent for bondholders. Where a creditor's rights agent is hired, a creditor's rights agency agreement shall be signed to clarify the rights, obligations and liabilities for breach of contract among the issuer, bondholders and creditor's rights agent.
The issuer shall clearly stipulate in the prospectus that the investor's subscription for the current bonds shall be regarded as agreeing to the agency agreement for creditor's rights.
The issuer may employ trust and investment companies, fund management companies, securities companies, law firms, securities investment consulting institutions and other institutions as creditor's rights agents. Article 14 An issuer shall refer to the provisions of the China Securities Regulatory Commission on securities issuance, and employ a law firm to issue legal opinions and lawyers' work reports.
According to the characteristics of bonds, lawyers should clearly express their legal opinions on the issuance conditions, issuance plans, issuance terms, guarantees, credit ratings, special accounts for debt repayment, creditor agency, bondholders' meetings, etc. Article 15 An issuer shall employ a securities company with the qualification of lead underwriter to organize bond underwriting. With the approval of China Securities Regulatory Commission, the issuer may sell directional bonds. Article 16 When issuing bonds, a securities company shall make a plan by the board of directors, and the shareholders' meeting shall make special resolutions on the following matters:
(1) The scale, duration and interest rate of the issuance;
(2) guarantee;
(3) the purpose of the raised funds;
(4) the mode of issuance;
(five) the validity of the resolution;
(6) Other important matters related to this bond. Article 17 A securities company applying for issuing bonds shall submit the following documents to the China Securities Regulatory Commission:
(a) the issuer's application report;
(2) Resolutions of the board of directors and the general meeting of shareholders;
Letter of recommendation from the lead underwriter (with due diligence report);
(4) Prospectus (with issuance plan);
(five) legal opinions (with a lawyer's work report);
(6) The audited financial and accounting reports for the last three years and the latest issue;
(seven) the credit rating report and the description of the tracking rating arrangement;
(8) Special report on debt repayment plan and safeguard measures;
(nine) the cash flow analysis report of the current bond debt service;
(10) guarantee agreement and related documents;
(eleven) the creditor's rights agency agreement;
(twelve) a copy of the issuer's articles of association and business license;
(13) Other important contracts related to bond issuance.
(fourteen) other documents required by the China Securities Regulatory Commission.