Article 2 The term "private placement bond for SMEs" as mentioned in these Measures (hereinafter referred to as "private placement bond") refers to the corporate bonds issued and transferred by SMEs in China in a non-public manner, with the agreed repayment of principal and interest within a certain period.
Article 3 An issuer shall issue private placement bond to qualified investors with corresponding risk identification and tolerance in a private way, and shall not use advertising, public persuasion or disguised publicity.
The total number of private placement bond investors in each period shall not exceed 200.
Article 4 An issuer shall fully disclose the risks to investors, formulate investor protection measures such as debt repayment guarantee, and strengthen the protection of investors' rights and interests.
The issuer shall ensure that the contents of the issuance documents and information disclosure are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Article 5 private placement bond shall be underwritten by a securities company. Securities companies and related intermediaries should follow the principles of equality, voluntariness, honesty and trustworthiness, strictly abide by professional norms and ethics, and perform their obligations in accordance with regulations and agreements.
Article 6 Where private placement bond is transferred in this Exchange, it shall be filed with this Exchange before issuance. The acceptance of filing by this Exchange does not mean to judge or guarantee the issuer's business risk, debt risk, litigation risk and investment risk or income of private placement bond. Private placement bond's investment risks are borne by investors themselves.
Article 7 The Firm provides services for information disclosure and transfer in private placement bond, and implements self-discipline management.
Article 8 The registration and settlement of private placement bond shall be handled by China Securities Depository and Clearing Co., Ltd. according to its business rules. Article 9 A private placement bond registered in this Exchange shall meet the following conditions:
(1) The issuer is a limited liability company or a joint stock limited company registered in China;
(2) The issuing interest rate shall not exceed 3 times the benchmark interest rate of bank loans in the same period;
(3) The term is more than one year (including one year);
(4) Other conditions stipulated by this Exchange.
Article 10 Securities companies engaged in underwriting business shall abide by laws, administrative regulations, relevant regulatory provisions of China Securities Regulatory Commission and relevant provisions of China Securities Association.
Article 11 Before the issuance of private placement bond, the lead underwriter shall submit the materials issued by private placement bond to this Exchange for the record. The filing materials include the following contents:
Registration form;
(2) A copy of the issuer's articles of association and business license (copy);
(3) The resolution of the issuer's authorized institution on this private placement bond issue;
(4) private placement bond underwriting agreement;
(5) private placement bond's prospectus.
(6) The due diligence report of the underwriter;
(7) private placement bond Custody Agreement and the rules of the meeting of private placement bond holders;
(8) The financial reports of the issuer in the last two complete fiscal years audited by an accounting firm with securities and futures-related business qualifications;
(nine) the legal opinions issued by the law firm on this private placement bond issue;
(10) Letter of commitment from all directors, supervisors and senior managers of the issuer on the authenticity, accuracy and completeness of the issuance application documents;
(eleven) other documents stipulated by this exchange.
Twelfth private placement bond prospectus shall at least include the following contents:
(1) Basic information of the issuer;
(2) the financial status of the issuer.
(3) Basic information and terms of issue of private placement bond, including private placement bond's name, total amount of this issue, term, par value, the method of determining the issue price or interest rate, and the term and method of repayment of principal and interest;
(4) Underwriting institutions and underwriting arrangements;
(five) the use of funds raised during the existence of private placement bond and the procedures for changing the use of funds;
(six) the scope of the transfer of private placement bond and the binding conditions;
(seven) the specific contents and methods of information disclosure;
(8) Arrangements for investor protection mechanisms such as debt repayment guarantee mechanism, dividend policy, entrusted management of private placement bond, and private placement bond Shareholders' Meeting;
(9) private placement bond's guarantee (if any);
(10) Specific arrangements for private placement bond's credit rating and tracking rating (if any);
(1 1) Risk factors and exemption tips of private placement bond in this period;
(12) Arbitration or other dispute settlement mechanisms;
(thirteen) the issuer's statement on the legal compliance of the use of funds raised in private placement bond in this period and the compliance of the issuance procedures;
(14) Commitments of all directors, supervisors and senior managers of the issuer on the authenticity, accuracy and completeness of the issuance documents;
(15) Other important matters.
Article 13 The Exchange shall check the integrity of the filing materials. If the filing materials are complete, the Exchange shall issue a filing acceptance notice within 10 working days from the date of receiving the materials.
The issuer shall complete the issuance within 6 months after obtaining the filing acceptance notice. If it is not issued within the time limit, it shall be re-filed.
Article 14 Two or more issuers may issue private placement bond by assembly.
Article 15 An issuer may issue private placement bond with stock options or convertible shares, but it shall comply with laws and regulations and the Measures for the Administration of Unlisted Public Companies of China Securities Regulatory Commission.
Article 16 A QFII shall sign a subscription agreement to subscribe for private placement bond. The subscription agreement shall include the subscription price, subscription quantity, rights and obligations of the subscribers and other statements or commitments.
Article 17 After the issuance of private placement bond, the issuer shall register with China Securities Depository and Clearing Co., Ltd. Eighteenth qualified investors to participate in the subscription and transfer of private placement bond, shall meet the following conditions:
(1) Financial institutions established with the approval of relevant financial regulatory authorities, including commercial banks, securities companies, fund management companies, trust companies and insurance companies;
(2) Financial products issued by the above-mentioned financial institutions to investors, including but not limited to bank wealth management products, trust products, investment-linked insurance products, fund products and asset management products of securities companies;
(3) An enterprise legal person with a registered capital of not less than100,000 yuan;
(4) A partnership enterprise in which the total capital contribution subscribed by the partners is not less than 50 million yuan and the total paid-in capital contribution is not less than100000 yuan;
(5) Other qualified investors recognized by this Exchange.
Where relevant laws, regulations or regulatory authorities have restrictive provisions on the above-mentioned investors' investment in private placement bond, such provisions shall prevail.
Article 19 Directors, supervisors, senior managers and shareholders holding more than 5% shares of the issuer may participate in the subscription and transfer of private placement bond issued by the company.
Underwriters can participate in the issuance, subscription and transfer of private placement bond.
Article 20 A securities company shall establish a complete investor suitability system, and confirm that investors who participate in the subscription and transfer of private placement bond are qualified investors with the ability to identify and bear risks. Securities companies should understand and evaluate investors' ability to identify and bear risks in private placement bond, and fully reveal risks.
Securities companies should require qualified investors to sign a risk statement before subscribing or accepting private placement bond for the first time, and promise to be qualified as qualified investors, know the risks in private placement bond, make independent investment judgments according to the information disclosure documents of the issuer, and bear the investment risks by themselves. Twenty-first private placement bond transfer in cash or other ways recognized by this exchange. Transfer by other means shall be reported to the China Securities Regulatory Commission for approval.
Article 22 Where an issuer applies to transfer private placement bond in this Exchange, it shall submit the following materials and sign a private placement bond transfer service agreement with this Exchange before the transfer:
(1) Application for service transfer;
(2) private placement bond registration certificate;
(3) Other materials required by this Exchange.
Article 23 Qualified investors may transfer private placement bond through the comprehensive agreement trading platform of this Exchange or securities companies.
Transfer through the comprehensive agreement trading platform shall be handled with reference to the existing rules of this Exchange; If the transfer is made through a securities company, the securities company shall report to this Exchange after the transfer, and it will take effect after confirmation by this Exchange. Securities companies shall establish and improve the risk control system, follow the principle of good faith, and shall not make false declarations or mislead investors.
Article 24 The Exchange shall confirm the transfer of private placement bond in the order of filing, and shall not confirm the transfer that leads to more than 200 investors in private placement bond.
Article 25 China Securities Depository and Clearing Co., Ltd. shall conduct clearing and settlement according to the private placement bond transfer data sent by this Exchange.
Twenty-sixth private placement bond transfer information in the comprehensive agreement trading platform or website area disclosure. Article 27 Issuers, underwriters and other information disclosure obligors shall perform their information disclosure obligations in accordance with these Measures and the provisions of the prospectus. The issuer shall designate a special person to be responsible for information disclosure. The lead underwriter shall designate a special person to guide, supervise and inspect the information disclosure obligations of the issuer.
Information disclosure shall be disclosed to qualified investors in the website area of the Exchange or in other ways recognized by the Exchange.
Article 28 The issuer shall, within 3 working days after completing the registration of private placement bond, disclose the actual issuance scale, interest rate, term and prospectus of private placement bond in this period.
Article 29 The issuer shall timely disclose the major events that may occur during the existence of private placement bond and affect its solvency.
The major issues mentioned in the preceding paragraph include but are not limited to:
(1) The issuer fails to pay off the debts due;
(two) the issuer's new loans or external guarantees exceed 20% of the net assets at the end of the previous year;
(3) The issuer waives its creditor's rights or its property exceeds 65,438+00% of the net assets at the end of last year;
(4) The issuer has suffered serious losses exceeding 65,438+00% of the net assets at the end of last year;
(5) The issuer decides to reduce capital, merge, split, dissolve and file for bankruptcy;
(six) the issuer is involved in major litigation, arbitration or subject to major administrative penalties;
(seven) the issuer's senior management personnel involved in major civil or criminal proceedings, or due to major economic events by the relevant departments to investigate.
Article 30 During the existence of the private placement bond, the issuer shall disclose the matters of repayment of principal and interest in accordance with the provisions of this Exchange.
Article 31 Where directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the issuer transfer private placement bond, they shall promptly notify the issuer and disclose it through the issuer within 3 working days after the transfer. Article 32 An issuer shall employ a private placement bond trustee for private placement bond holders. The trustee of private placement bond may be the underwriter or other institution of this offering.
An institution that provides guarantee for the issuance of private placement bond shall not act as the trustee of private placement bond.
Article 33 During the existence of private placement bond, the trustee of private placement bond shall safeguard the interests of private placement bond holders in accordance with the agreement. The trustee of private placement bond shall safeguard the best interests of private placement bond holders and shall not have conflicts of interest with private placement bond holders.
Thirty-fourth private placement bond trustee shall perform the following duties:
(1) Pay continuous attention to the credit status of the issuer and guarantor, and convene a meeting of private placement bond holders when there are matters that may affect the major rights and interests of private placement bond holders;
(2) If the issuer sets a mortgage or pledge guarantee for private placement bond, the trustee of private placement bond shall obtain the certificate of title or other relevant documents of the guarantee before the issuance of private placement bond, and keep it properly during the guarantee period;
(3) Diligently handling the negotiation or litigation affairs between private placement bond holders and issuers during the existence of private placement bond;
(4) Supervise the issuer to fulfill the obligations agreed in the prospectus (including the use of raised funds and the withdrawal of debt repayment guarantee funds) and issue a report on the affairs of the trustee;
(five) when the issuer is expected to be unable to repay the debt, it requires the issuer to provide supplementary guarantee, or applies to the statutory authority to take property preservation measures according to law;
(six) when the issuer is unable to repay its debts, it is entrusted to participate in the legal procedures of rectification, reconciliation, reorganization or bankruptcy;
(7) Other important obligations stipulated in the private placement bond Trust Management Agreement.
Article 35 The issuer shall formulate the rules for the private placement bond holders' meeting with the trustee of private placement bond, and stipulate the scope, procedures and other important matters for private placement bond holders to exercise their rights through the private placement bond holders' meeting.
In any of the following circumstances, a meeting of private placement bond holders shall be held:
(1) It intends to change the agreement in the prospectus of private placement bond;
(2) It is proposed to change the trustee of private placement bond;
(3) The issuer fails to pay the principal and interest on schedule;
(four) the issuer's capital reduction, merger, division, dissolution or bankruptcy;
(5) Significant changes have taken place in the guarantor or collateral;
(six) other matters that have a significant impact on the rights and interests of private placement bond holders.
Article 36 An issuer shall set up a special account for the debt repayment guarantee fund for the collection and management of interest remittance and redemption funds.
The issuer shall promise in the prospectus to deposit the interest payable in full into the special account of the debt service guarantee fund before the interest payment date in private placement bond 10 working day; The accumulated balance of the debt service guarantee fund 30 natural days before the principal maturity date shall not be less than 20% of the balance of private placement bond.
Article 37 The issuer shall stipulate in the prospectus that measures shall be taken to limit dividends to ensure the timely payment of private placement bond's principal and interest, and promise not to distribute cash profits when the debt repayment guarantee fund is not fully withdrawn.
Article 38 An issuer may take other internal and external credit enhancement measures to improve its solvency and control private placement bond risks. Credit enhancement measures include but are not limited to the following ways:
(1) Restrict the issuer from mortgaging assets to other creditors.
(2) Third-party guarantee and asset mortgage and pledge;
(3) Commercial insurance. Article 39 If an issuer and its directors, supervisors and senior managers violate these Measures, the prospectus, other relevant provisions of this Exchange or their commitments, this Exchange may take measures such as interview, informed criticism, public condemnation, suspension or termination of providing transfer services for its bonds.
Article 40 If securities companies, intermediaries and related personnel violate the provisions of these Measures, fail to fulfill their information disclosure obligations, or the documents issued contain false records, misleading statements or major omissions, the Exchange may take measures such as interviews, informed criticism and public condemnation; If the circumstances are serious, it may be reported to the relevant competent department for investigation.
Article 41 If a securities company fails to select a qualified investor with risk identification and risk tolerance according to the requirements of investor suitability management, the Exchange may order it to make corrections, and take corresponding measures such as self-discipline supervision or disciplinary action according to the seriousness of the case.
Article 42 If the transfer behavior of both parties to a transaction in private placement bond violates these Measures and other relevant provisions of this Exchange, this Exchange may order them to make corrections, and take corresponding regulatory or disciplinary measures depending on the seriousness of the case.
Article 43 If the above-mentioned subject is disciplined by the Exchange, the Exchange shall record it in the credit file. Article 44 These Measures shall come into force after being approved by the China Securities Regulatory Commission, and the same shall apply to amendments.
Article 45 The Exchange shall be responsible for the interpretation of these Measures.
Article 46 These Measures shall come into force as of the date of promulgation.