What are the contents of the entrusted management measures for corporate bonds?

Measures for the Administration of Corporate Bond Trustee Chapter I General Provisions Article 1 In order to regulate the behavior of corporate bond trustee and protect the legitimate rights and interests of investors, these Standards are formulated in accordance with the Measures for the Administration of Corporate Bond Issuance and Trading (hereinafter referred to as the Administrative Measures) and other relevant laws, regulations, normative documents and self-discipline rules. Article 2 The trustee of corporate bonds (hereinafter referred to as the trustee) shall conduct the entrusted management of corporate bonds in accordance with the provisions of these Standards. Where other securities self-regulatory organizations have other provisions, such provisions shall prevail. These standards are the minimum requirements for the trustee, and the trustee can agree on other terms with the issuer on the basis of these standards. Article 3 The China Securities Association (hereinafter referred to as the Association) shall exercise self-discipline management over the entrusted management business carried out by the entrusted managers. Article 4 Where corporate bonds are issued, the issuer shall appoint a trustee for the bondholders. The trustee shall sign an agreement with the issuer to entrust the management of corporate bonds (hereinafter referred to as the entrustment agreement). The issuer shall stipulate in the prospectus that investors who subscribe for or hold corporate bonds in this period shall be deemed to have agreed to the entrustment agreement. Article 5 The trustee shall formulate the internal operating rules of the entrusted management business according to the provisions of these Standards, and specify the ways and procedures for performing the entrusted management duties. Article 6 During the existence of corporate bonds, the trustee shall safeguard the interests of bondholders in accordance with these Standards and the entrustment agreement. The trustee shall perform his duties diligently and fairly, and shall not harm the interests of bondholders. Chapter II Qualification of Trustee Article 7 The trustee shall be a member of the Association. The following institutions can serve as trustees: (1) the underwriting institution for this issuance of corporate bonds; (2) Other institutions recognized by China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission). The institution providing guarantee for this issuance shall not act as the trustee of this bond issuance. An issuer that sells itself may not act as the trustee of this bond issue. Article 8 The issuer shall fully disclose the possible conflicts of interest and the relevant risk prevention and resolution mechanism when the trustee performs the entrusted management duties in the prospectus of corporate bonds and the information disclosure documents during the duration of bonds, and make it clear in the entrusted management agreement. Article 9 During the existence of corporate bonds, the trustee shall not entrust other third parties to perform the duties and obligations of the trustee. When performing the duties or obligations stipulated in the Administrative Measures, these Standards and the entrustment agreement, the trustee may engage a third-party professional institution such as a law firm or an accounting firm to provide professional services. Chapter III Rights and Obligations of the Trustee Article 10 The duties of the trustee who publicly issues corporate bonds shall be governed by Articles 11 to 26 of these Standards. The trustee of non-public issuance of corporate bonds shall abide by the provisions of Articles 13 and 24 of these Standards. Other duties of the trustee of non-public corporate bonds shall be stipulated in the trust agreement. The time and content of information disclosure of non-public corporate bond issuers shall be implemented in accordance with the provisions of the prospectus, and relevant information disclosure documents shall be filed with the Association by the trustee. Article 11 During the existence of corporate bonds, the trustee shall continue to pay attention to the issuer's credit standing and monitor whether the issuer has the following major events: (1) The issuer's business policy, business scope or external conditions for production and operation have changed significantly; (2) The credit rating of the bonds has changed. (3) The major assets of the issuer are sealed up, detained or frozen; (4) The issuer fails to pay off the debts due; (5) The accumulated new loans or guarantees provided by the issuer in the current year exceed 20% of the net assets at the end of the previous year; (6) The issuer gives up its creditor's rights or property exceeding 10% of its net assets at the end of last year; (7) The issuer has serious losses exceeding 10% of its net assets at the end of last year; (8) The issuer makes decisions on capital reduction, merger, division, dissolution and filing for bankruptcy; (nine) the issuer is involved in major litigation or arbitration matters or is subject to major administrative penalties; (10) The issuer may not meet the conditions for listing corporate bonds due to major changes; (eleven) the issuer is suspected of committing a crime and is investigated by the judicial organ, and the directors, supervisors and senior managers of the issuer are suspected of committing a crime and are subject to compulsory measures by the judicial organ; (twelve) other matters that have a significant impact on the rights and interests of bondholders. Under the above circumstances, the trustee shall perform the entrusted management duties in accordance with the regulations and agreements. Article 12 The trustee shall continue to pay attention to the credit status of the corporate bond credit enhancement institution, the value and ownership of the collateral, the internal and external enhancement mechanism and the implementation of debt repayment guarantee measures, and check the above situation according to the entrustment agreement. Article 13 The trustee shall supervise the receipt, payment, storage, transfer and repayment of principal and interest of the funds raised by corporate bonds designated by the issuer. The trustee shall sign a supervision agreement with the issuer and the deposit bank of the raised funds within one month after the raised funds are in place. Article 14 During the existence of corporate bonds, the trustee shall continuously supervise and regularly check whether the use of funds raised by the issuer is consistent with the agreement in the prospectus of corporate bonds. Article 15 The trustee shall disclose information in a true, accurate, complete, timely and fair manner, and there shall be no false records, misleading statements or major omissions. The trustee shall publish the disclosed information on the Internet website of the current bond trading place, and at the same time publish the disclosed information or information summary in at least one newspaper designated by the China Securities Regulatory Commission for public inspection. The information disclosed includes, but is not limited to, regular entrusted management affairs reports, temporary entrusted management affairs reports and other documents required to be disclosed by China Securities Regulatory Commission and self-regulatory organizations. Article 16 The trustee shall establish a regular follow-up mechanism for the issuer, supervise the issuer to fulfill the obligations stipulated in the prospectus of corporate bonds, and publish the report on the entrusted management affairs of the previous year to the market before June 30 each year. The report on entrusted management affairs specified in the preceding paragraph shall at least include the following contents: (1) the performance of duties by the entrusted manager; (2) The operating and financial conditions of the issuer. (3) the use of the funds raised by the issuer and the operation of the special account; (four) the internal and external credit enhancement mechanism and debt repayment guarantee measures have undergone major changes, explaining the basic situation and handling results; (5) The implementation of the issuer's debt repayment guarantee measures and the repayment of the principal and interest of corporate bonds; (6) The fulfillment of other obligations agreed by the issuer in the prospectus of corporate bonds (if any); (seven) the situation of the bondholders' meeting; (eight) the occurrence of the provisions of article eleventh of this standard, and explain the basic situation and results. Article 17 During the existence of corporate bonds, under any of the following circumstances, the trustee shall announce a report on temporary entrusted management affairs to the market within five working days from the date when it knows or should know the situation: (1) There is a conflict of interest in the trustee's performance of entrusted management duties; (2) The use of the funds raised by the issuer is inconsistent with the prospectus of corporate bond offering; (3) Significant changes have taken place in the internal and external credit enhancement mechanism and debt repayment guarantee measures; (4) The circumstances specified in Article 11 of these Standards. Article 18 During the existence of corporate bonds, the trustee shall continuously urge the issuer to fulfill its information disclosure obligations. Article 19 The trustee shall master the capital arrangements for debt service, redemption, resale and installment repayment of corporate bonds at least 20 working days in advance, and urge the issuer to fulfill its obligations on time. Article 20 When the trustee expects the issuer to be unable to repay its debts, it shall require the issuer to provide supplementary guarantee, and urge the issuer and others to perform other debt repayment guarantee measures agreed in the trust agreement, or it may apply to the statutory authority for taking property preservation measures according to law, and stipulate in the trust agreement the way to bear relevant expenses and the way to provide property preservation guarantee. When the trustee expects the issuer to be unable to repay its debts, it shall notify the bond trading place and the bond registration and custody institution at the same time as taking the above measures. Article 21 When an issuer is unable to repay its debts, the trustee shall urge the issuer, credit enhancement institutions and other institutions with repayment obligations to implement corresponding debt repayment measures, and may accept the entrustment of all or part of the bondholders, file a civil lawsuit on their own and participate in the legal procedures of reorganization or bankruptcy. Article 22 During the existence of corporate bonds, the trustee shall diligently handle the negotiation or litigation between bondholders and issuers. Article 23 Where an issuer sets a guarantee for corporate bonds, the trust agreement may stipulate that the guaranteed property is trust property, and the trustee shall obtain the certificate of title or other relevant documents of the guarantee before the issuance of bonds or within the time specified in the prospectus of corporate bonds, and keep them properly during the guarantee period. Article 24 In order to perform the duties of entrusted management, the trustee has the right to inquire about the list of bondholders and related registration information on behalf of bondholders, as well as the storage and transfer of raised funds in special accounts. Article 25 The trustee shall have the right to know the relevant information needed to perform the duties of entrusted management, but shall keep the known non-public information such as the business secrets of the issuer in accordance with the law, and shall not use matters that may have a significant impact on the rights and interests of bondholders to seek benefits for himself or others. Article 26 The trustee has the right to collect the entrusted management fees of corporate bonds and other fees agreed in the entrustment agreement as agreed. Chapter IV Changes of Trustee Article 27 During the existence of corporate bonds, in any of the following circumstances, a meeting of corporate bondholders shall be convened to perform the procedures for changing the trustee: (1) The trustee fails to continue to perform the duties of the trustee as stipulated in these Standards or the trustee agreement; (2) The trustee is closed, dissolved, bankrupt or revoked according to law; (3) The trustee submits a written resignation; (4) Other circumstances in which the trustee is no longer qualified as a trustee. The trustee shall convene the bondholders' meeting without convening the bondholders' meeting, and the bondholders who individually or collectively hold more than 10% of the total bonds of the current period have the right to convene the bondholders' meeting on their own. Article 28 A new trustee shall meet the qualification requirements of trustee in these Standards, and shall inherit the rights and obligations of the original trustee in these Standards and the original trustee agreement from the date of signing the trustee agreement with the issuer or the date agreed by both parties. The rights and obligations of the original trustee in these Standards and the Trustee Agreement shall terminate on the date when the new trustee and the issuer sign the Trustee Agreement or the date agreed by both parties, but the rights and responsibilities that the original trustee should enjoy during the validity period of the original trustee agreement shall not be exempted. Article 29 The original trustee shall complete the handover procedures with the new trustee on or before the effective date of the change. If the duties of the original trustee are terminated, the new trustee shall report to the Association within five working days from the date of completing the handover procedures, including but not limited to: the name of the new trustee, the start date of the new trustee's performance of duties, the reasons for the change of the trustee, the information transmission, etc. Chapter V Self-discipline Management Article 30 The trustee shall properly keep all the documents, files and electronic materials of his entrusted management affairs, including but not limited to the entrustment agreement, rules of bondholders' meeting, working papers on entrusted management, and certificates of rights related to credit enhancement measures (if any), for a period of not less than five years after the maturity date of bonds or the full repayment of principal and interest. Article 31 The Association may conduct regular or irregular inspections on the trustee through on-site inspection and off-site inspection. Article 32 The contents of the association's inspection of the trustee include but are not limited to: (1) the establishment of the entrusted management business system; (two) the performance of the trustee, including continuous attention to the issuer's credit, credit enhancement measures, the use of raised funds, and urging the issuer to perform its duties; (3) The authenticity, accuracy, completeness and timeliness of the information disclosure of the trustee; (four) the integrity of the archive data. Article 33 The trustee shall cooperate with the inspection of the Association, and shall not refuse or delay the provision of relevant information or provide untrue, inaccurate or incomplete information for any reason. Article 34 If the trustee and its related business personnel violate the provisions of these Standards, the Association shall take self-discipline measures according to the seriousness of the case and record them in the integrity information management system of the Association. Article 35 If the trustee institution and its related business personnel violate laws, regulations or provisions of relevant competent departments, the Association shall hand it over to the China Securities Regulatory Commission or other competent departments for investigation. Thirty-sixth found that the trustee and its related business personnel in violation of these standards, you can report or complain to the association. Chapter VI Supplementary Provisions Article 37 Where corporate bonds are publicly issued, the entrustment agreement shall at least include the contents of the necessary clauses in the Measures for the Administration of Public Issuance of Corporate Bonds, and the main contents of the entrustment agreement shall be disclosed in the prospectus of corporate bonds. In the case of non-public issuance of corporate bonds, the terms of the trust agreement may be formulated according to the contents agreed with the issuer and with reference to the Necessary Terms of the Trust Management Agreement for Public Issuance of Corporate Bonds. Article 38 The Association shall be responsible for the interpretation of these Standards. Article 39 These Standards shall come into force as of the date of promulgation. To sum up, companies should choose qualified trustees when issuing bonds. According to the Regulations on the Trustee Management of Corporate Bonds, the trustee shall, with the approval of the CSRC, perform the rights of trustee management in the process of bond issuance. The trustee must abide by the provisions of the Measures and exercise strict self-discipline. If there are illegal acts in the process of issuing corporate bonds, legal responsibilities will be investigated according to law.